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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

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

For the fiscal year ended: November 30, 2008

OR

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

For the transition period from ____________ to ____________

Commission File Number0-12132

SILVERADO GOLD MINES
LTD.(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

|British Columbia, Canada                         | 98-0045034                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|1111 West Georgia Street, Suite 1820             |                                     
|Vancouver, British Columbia, Canada              | V6E 4M3                             
|(Address of principal executive offices)         | (Zip Code)                          

Issuer's telephone number: (800) 665-4646

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

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

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

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

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

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

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

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

The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price atwhich
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: $8,679,000 as of
March 6, 2009.

The number of shares outstanding of each of the issuers classes
of common equity, as of the latest practicable date: 1,098,612,771 common
shares, no par value, outstanding as of March 6, 2009.

Documents Incorporated By Reference: None.

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

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TABLE OF CONTENTS

|           |                                                                                                                                                   | Page
|---------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                                                   |     
|           | **PART I**                                                                                                                                        |     
|           |                                                                                                                                                   |     
|ITEM 1     | DESCRIPTION OF BUSINESS                                                                                                                           | 1   
|ITEM 1A    | RISK FACTORS                                                                                                                                      | 25  
|ITEM 2     | DESCRIPTION OF PROPERTY                                                                                                                           | 28  
|ITEM 3     | LEGAL PROCEEDINGS                                                                                                                                 | 52  
|ITEM 4     | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                               | 52  
|           |                                                                                                                                                   |     
|           | PART II                                                                                                                                           |     
|           |                                                                                                                                                   |     
|ITEM 5     | MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES                              | 52  
|ITEM 6     | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                                                         | 54  
|ITEM 7     | FINANCIAL STATEMENTS                                                                                                                              | 59  
|ITEM 8     | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE                                                        | 61  
|ITEM 8A    | CONTROLS AND PROCEDURES                                                                                                                           | 61  
|ITEM 8B    | OTHER INFORMATION                                                                                                                                 | 61  
|ITEM 9     | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
      AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT | 61  
|ITEM 10    | EXECUTIVE COMPENSATION                                                                                                                            | 63  
|ITEM 11    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS                                              | 65  
|ITEM 12    | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE                                                                   | 67  
|ITEM 13    | EXHIBITS                                                                                                                                          | 68  
|ITEM 14    | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                                                            | 69  
|           |                                                                                                                                                   |     
|SIGNATURES | 70                                                                                                                                               

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PART 1

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
test mining activities and other factors. Forward-looking statements are made,
without limitation, in relation to operating plans, property exploration
activities, including test mining activities, availability of funds,
environmental reclamation, operating costs and permit acquisition. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as may, will,
should, expect, plan, intend,
anticipate, believe, estimate,

predict, potential, or continue, and
the negative of such terms or other comparable terminology. Actual events or
results may differ materially. In evaluating these statements, you should
consider various factors, including the risks outlined below, and, from time to
time, in other reports we file with the SEC. These factors may cause our actual
results to differ materially from any forward-looking statement. We disclaim any
obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Given these uncertainties,
readers are cautioned not to place undue reliance on such forward-looking
statements.

INTRODUCTION

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

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

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

CORPORATE ORGANIZATION

Silverado Gold Mines Ltd. is a corporation organized under the
laws of British Columbia, Canada. The Company was originally incorporated in
June 1963. Silverado operates in the United States through its wholly owned
subsidiaries, Silverado Gold Mines Inc., (incorporated May 29, 1981) and
Silverado Green Fuel Inc. (incorporated August 14, 2006). We filed a transition
application and notice of articles with the British Columbia Registrar of
Companies on April 20, 2004 in order to replace our former memorandum adopted
under the British Columbia Company Act and to alter our current articles to the
extent necessary to ensure compliance with the British Columbia Business
Corporations Act (the BC Business Corporations Act). The BC Business
Corporations Act came into

1

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force in British Columbia on March 29, 2004 and replaced the
former British Columbia Company Act. The transition notice and notice of
articles was filed under the BC Business Corporations Act that requires any
British Columbia company incorporated under the former British Columbia Company
Act to effect transition under the BC Business Corporations Act by filing with
the British Columbia Registrar of Companies a transition application and notice
of articles within two years following the coming into force of the BC Business
Corporations Act.

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

MINERAL EXPLORATION BUSINESS

We are a mineral exploration company with interests in
properties located throughout the state of Alaska. The majority of such
properties are in the early stages of exploration, and there is no assurance
that a commercially viable mineral deposit exists on such properties. Effective
January 1, 2009, based on completion of a preliminary feasibility study, our
Nolan Gold and Antimony Lode Project has disclosed an economically viable
mineral reserve. The preliminary feasibility study concluded that the resource
estimates disclosed by the Company in its Current Report on Form 8-K on November
17, 2008 can be reclassified as a probable reserve. Though there were no
material changes to the grades and quantities previously reported on November
17, 2008, there was additional data produced that added new grades and there was
further work conducted on this zone that resulted in the aforementioned
reclassification.

Certain definitions of geological and technical terms used in
this Annual Report on Form 10-KSB are provided in the Glossary of Terms under
Item 2. Readers and investors are cautioned that many of these terms, such as
inferred resource and indicated resource are terms used and accepted by the
Canadian Institute of Mining (CIM), and although these terms are recognized and
required by the Canadian Securities regulations, they are not recognized by the
United States Securities and Exchange Commission.

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

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

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

1.    Description of Operations at the Nolan
Gold Project

1.1    Nolan Gold Project Background

The Nolan Gold Project consists of both placer-style and
lode-style deposit types for exploration and development. The Nolan Placer Gold
Project involves exploration and development of gold occurring in placer
deposits such as stream channels or ancient remnants of placer gold deposits.
The Nolan Lode Gold and Antimony Project consists of exploration work designed
to locate bedrock structures or formations of bedrock which host gold and
antimony mineralization. These two facets of the Nolan Gold Project complement
each other, as every stone or pebble in a placer deposit is a piece of rock
eroded from some near or distant bedrock formation, and each gold nugget or
grain of gold in a placer deposit was originally part of a bedrock formation or
structure with lode gold mineralization. Because a placer deposit originates
from a lode source, the search for the Nolan lode source involves unraveling the
sequences of events that caused a placer deposit to form, as well as applying
various geological, geochemical and geophysical exploratory investigations.

The Nolan Gold Project consists of numerous mineral prospects
that are in the early stages of exploration, as well as mineral prospects in the
advanced stages of exploration. During the years previous to 2007, the Company
focused only minimal exploration effort on finding a lode source for gold and
focused mostly on the exploration and development of placer gold. During 2008,
the Company focused its efforts on the Nolan Gold and Antimony Project which is
in the advanced stages of exploration and is potentially moving toward the
development stage. During September of 2008, the Company commissioned an
independent mining consultant to perform a preliminary feasibility study of the
Workmans Bench lode gold and antimony deposit. The results were released to the
public on January 5, 2009.

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The previous bulk sampling projects of placer gold from the
gravel benches along the left limit of Nolan Creek was indicated that there was
an association between some of the placer gold recovered and an antimony sulfide
mineral called stibnite which commonly associated with coated some of the
coarser and angular gold nuggets. Stibnite is a sulfide mineral, and is a common
pathfinder mineral for gold exploration and consists of the elements antimony
and sulfur.

1.2Nolan Gold Projects
Exploration Approach and Focus

2007

The new exploration approach involves not only looking for the
lode source of the gold, but also giving economic consideration to the element
antimony in addition to the gold, for exploration and development. In 2007, the
Company began a new systematic and more scientific approach that combined soil
and rock (surface) geochemical data and geophysical data (airborne and ground)
with subsurface drill core geochemical and geological data. The data was
compiled into a Geographical Information System (GIS) database. All GIS surface
data acquired in the field was located with a Global Positioning System (GPS).

In 2007, the Company began focusing on the lode source of the
gold and antimony in the areas referred to as Pringle Bench and Workmans Bench.
These two target areas are underlain by a quartz-gold-antimony veined zone that
is part of a sheared and faulted structural zone referred to by the Company as
the Solomon Shear Zone. The Company excavated eight trenches totaling 440 lineal
feet of bedrock in the Pringle and Workmans Benches and collected continuous
chip samples from the bedrock that included the gold and antimony veins. The
Company will continue to use the excavation of trenches to assist in
exploration, especially to aid in defining drill targets, taking advantage of
the historic roads and trails that allow transport of heavy equipment for
exploration purposes.

In 2007, the Company acquired a tracked and mobile diamond core
drill for exploration. The diamond core drill, and the 2 inch diameter (NQ)
core, allow the geologist to make determination of the true width of mineralized
veins and the relationship of the vein to other primary geologic structures. The
diamond drill core allows for more accurate analysis of grade and interpretation
of style of mineralization and timing of mineralization relative to other
structures in the rock.

During 2007, the new soil and rock geochemical data and
geophysical data further delineated the northeast trending structural zone,
referred to by the Company as the Solomon Shear Zone, which is associated with
gold and antimony mineralization. The new approach in 2007 involved the first
phase of drilling, using the newly acquired diamond core. A total of 18 holes
were drilled across the Solomon Shear Zone. The diamond core drilling data
supported the geochemical and geophysical data. The drilling was focused on the
Workmans and Pringle Benches located on the south and north sides of Smith
Creek respectively

During 2007, the Companys exploration efforts in the Fortress
area delineated gold and arsenic soil anomalies which coincide with east-west
VLF-EM ground geophysical anomalies interpreted by the Company as possibly new
mineralized structural trends. The Fortress area has never been drilled and is
still in the earliest stages of exploration.

Exploration efforts in 2007 did not result in finding a
commercially viable mineral deposit.

2008

During the winter of 2008, the Company excavated 570 feet of
exploration tunnels into the bedrock below Workmans Bench. During the summer of
2008, the Company began the second phase of diamond core drilling, focusing on
the Workmans Bench area, and did not drill north of Smith Creek. The Company
continued with the ground (non airborne) very low frequency electromagnetic
(VLF-EM) geophysical grid in the Fortress area located on the north end of the
property.

The drilling under Workmans Bench delineated 1,300 feet of
gold and antimony mineralization in near vertical structures or veins that
extend down dip two hundred feet and remain open at depth. The steeply dipping
(near vertical) veins are much more favorable for mining and engineering
purposes than lower angled subsurface structures. The 1,300 ft long and 80 to
100 ft wide zone of quartz-antimony-gold veins extends from Smith Creek
southwest across Workmans Bench and is interpreted by the Company to have been
offset by a left-lateral fault at its southern extent. The interpretation of the
left-lateral fault is based off of both geophysical data, and drill data, and it
has possibly displaced the quartz-antimony-gold veined zone. The 1,300 ft long
veined zone, located south of Smith Creek, under Workmans Bench, requires 600
ft of infill drilling to confirm whether the zone connects with the veined zone
underlying the Pringle Bench, which was drilled in 2007. The Company attempted
to infill drill the area in the fall of 2008, but freezing temperatures halted
that effort.

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The 2007 and 2008 drill results in the Workmans Bench area
were not sufficient to define a provable reserve, but the drill results combined
with the recently released preliminary feasibility study, was sufficient enough
to define a probable reserve. Reserves are listed in Item 2, below.

Another Nolan Gold Project prospect is located at the Hillside
Zone, which is northeast of the Pringle Bench and along strike of the five mile
long Solomon Shear Zone, The Hillside Zone was drilled previously in 2003. Five
inclined percussion reverse circulation (RC) drill holes did not begin to
intercept the veined zone until the extreme eastern extent of the eastern-most
hole. The new GIS compiled data sets, indicate the previous collar locations
were too far west. The new technological approach will allow the Company to
select more accurate drill collar locations and drill hole orientations. The
Hillside Zone was not drilled since 2003, but is a planned target area for
drilling in 2009, upon the completion of infill drilling under the Pringle and
Workmans Benches.

Another Nolan Gold Project prospect that has potential for a
lode gold source for exploration and development is located on the north end of
the property in an area referred to by the Company as the Fortress. The Fortress
area contains a slightly different gold-sulfide association and may be part of a
different gold system. The orientation of the gold bearing quartz veins is
east-west or slightly northwest to southeast, in contrast to the northeast
striking gold-antimony bearing veins associated with the Solomon Shear Zone. The
trace metals chemistry in the gold and the interpreted paleoflow direction of
the recent glaciation indicate an association between the placer gold in the
historic Thompson Pup placer deposits and the gold mineralization in the
Fortress area.

In addition, our operations involve honoring our obligations to
return the land to its natural state when possible. During 2007, we removed
scrap materials and sealed the Swede Channel and Marys East sub surface placer
exploration portals as part of our reclamation obligations with the Bureau of
Land Management. During 2008, we reclaimed 27.5 acres of disturbed land as part
of our continued reclamation obligations with the Bureau of Land Management. We
will continue to work on our reclamation obligations with the Bureau of Land
Management.

A more detailed description of our Nolan Gold Project
operations is discussed in the following sections:

1.3    Nolan Gold Bulk Sampling Projects

1.3.1    2007 Placer Gold Bulk Sampling
Projects

2007 Swede Channel and Marys East Bulk Sampling
Projects

The Swede Channel and Marys East placer deposits represent the
last bulk placer sampling projects that the Company has undertaken, and are
disclosed herein as part of the background of the Companys operations.

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

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

Swede Channel and Marys East 2007 Work

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

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

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

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

1.3.2    2008 Nolan Lode Gold and Antimony
Bulk Sampling Project

During 2008, the Company did not explore for placer gold
resources. The exploration efforts involved the systematic process that may
eventually allow for the extraction of a bulk sample or samples of gold-bearing
semi-massive to massive stibnite (antimony mineral) from a lode source for
mineral processing and metallurgical testing, with consideration for both gold
and antimony as potential resources.

On November 16, 2007, we began the excavation of the Workmans
Bench Portal and continued excavating 570 feet of underground workings into the
bedrock below Workmans Bench. The tunnels were finished in early February of
2008. The tunnels are interconnected and serve a multitude of purposes. The
first purpose was for determining the overall width of the veined gold and
antimony mineralized zone and establishing the strike and dip of the individual
quartz-gold-antimony veins. The second purpose was for the collection of insitu
bedrock channel samples for geochemical assays, and the third was for the
collection of significantly larger (bulk) samples of the main gold and antimony
vein referred to by the Company as the Zone A vein, that typically consists of
massive stibnite and gold, for more accurate geochemical assays as well as for
preliminary milling and processing studies of the gold and antimony.

The final purpose of the tunnels is for access and egress for
future bulk sampling at depth. Depending on funding, the Company plans to
collect either a 1,000 cubic yard or 2,000 cubic yard bulk sample of the main
gold and antimony vein referred to by the Company as the A Zone Vein. Other
potential targets for future exploration and development include the West Zone,
B Zone and C Zone that parallel the main A Zone Vein.

Bulk Sample of the A Zone Vein

Prior to 2008, the Company had not completed mineral processing
or tests for mineral processing of lode mineralization in the Nolan Creek
area.

Thomas K. Bundtzen (the QP), an independent and AIPG
Certified Professional Geologist, served as an independent third-party qualified
person to the Company for the purpose of certifying and collecting data for the
Nolan Gold Project. In April 2008, the QP collected a 414 lb bulk sample of
semi-massive stibnite, vein quartz, and wall rock gangue from the defined
mineralized A Zone in the Workmans Bench underground workings. The purpose
was to determine the mineralogical nature of the antimony mineralization and the
source of significant gold values within the A Zone.

The 414 lb bulk sample was sent to Hazen Research Labs Inc. in
Golden, Colorado, USA in order to discover the most optimal grind for potential
marketing of a stibnite product, and to identify the mineralogical nature of the
gold and antimony values. Hazen Research Labs Inc. produced two reports in
September of 2008. Results of the first report involve flotation and gravity
separation of the gold, stibnite and other sulfides and gangue minerals. The
results of the second report involve mineralogical examination. Details of the
two Hazen Research Lab reports are discussed under Item 2, below.

Silverado has recently acquired a permit from the Bureau of
Land Management (BLM) to collect and process a maximum 1,000 cu yd of material
from the Workmans Bench Lode for metallurgical testing. The bulk sample will be
collected to determine grinding, flotation, and other processing and
mineralogical characteristics of stibnite.

The QP released a detailed technical report on July 29, 2008
referred to as NI 43-101 which disclosed both placer and lode resource estimates
for the Nolan Creek properties. Discussion and results of the bulk sample
collected by the QP are detailed in the technical report. The July 29, 2008
report was based on information available to the QP as of July 2, 2008, and the
resource estimates in the report were superseded by the QPs November 17, 2008
revised estimates which indicated a resource of 17,000 oz of gold which has been
reclassified as a reserve of 17,000 oz of gold following the release of the
preliminary feasibility study, effective January 1, 2009. The more recent
reserve estimates are discussed in Item 2. The most recent reserve estimates are
more complete and accurate since they include data from the completion of the
2008 drill program that ended in late September of 2008. The most recent report,

5

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effective January 1, 2009 includes a feasibility study by the
QP as well as additional drilling data and analysis of core samples. Readers and
investors are cautioned that the 43-101 technical report in which the reserve
estimates are based upon contains language and terms that may not be recognized
by the US Securities and Exchange Commission.

1.4    Nolan Placer Gold Project
Exploration

1.4.1    2007 Nolan Placer Gold Exploration

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

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


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

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

1.4.2    2008 Nolan Placer Gold
Exploration

During 2008, the Company did not do any field exploration work
such as reverse circulation (RC) drilling or any other active exploration for
placer gold. The Company focused on the Nolan Lode Gold and Antimony Project.

On July 29, 2008, the QP released the NI 43-101 Report
Estimation of Lode and Placer Mineral Resources, Nolan Creek, Wiseman B-1
Quadrangle, Koyukuk District, Northern Alaska, which describes lode and placer
mineralization in the Nolan Creek area, including the Workmans bench area. No
new information concerning sampling methods and approach for placer deposits has
been generated for Nolan Creek project since that release of information. The
results of Bundtzens resource estimates differ from the placer gold resource
estimates reported by Murtons 2007 NI 43-101 report for the Company. The
difference between the Murton resource estimates and the Bundtzen estimates was
due to Bundtzen having access to more data.

1.4.3    Nolan Placer Gold Exploration 2009
Work Plan

Currently the Company is focusing on the Nolan Lode Gold and
Antimony Project with an emphasis on infill drilling for more accurate resource
estimates in the Workmans and Pringle Bench Areas.

However, one of the objectives for the year 2009 is to compile
all available RC downhole drill data and drill collar survey data from the Nolan
Creek drainages and the Slisco Bench on the Hammond River. There has been over
900 percussion drill holes drilled in these areas between 1981 and 2007. A
comprehensive GIS based study involving contouring the gold grade in gravels
combined with new survey data could indicate potential placer targets that were
not considered in previous years. The current placer drill hole database is
extensive but incomplete, the consolidation of all the data into a comprehensive
GIS database will enable a more accurate analysis of placer gold potential.

Depending on funding and investor interest in the Nolan Lode
Gold and Antimony Project, the Company does not plan on any placer drilling
exploration in the Nolan Creek drainage during 2009. More infill RC drilling is
needed on Jack London Bench and other benches on the left limit of Nolan Creek.
All targets for exploration along the left limit of Nolan Creek are well above
the elevation of Nolan Creek. The Nolan Creek Deep Channel is a primary
consideration for exploration and development, but additional data is needed for
hydrologic studies.

6

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Based on previous RC drill data, the Company believes the best
target for placer gold exploration and development is located in the Slisco
Bench which is part of our Hammond Property and is discussed below.

Budget projections for this project are detailed under the
section Projected Annual Budget for 2009

1.5    Nolan Lode Gold and Antimony Project
Exploration

1.5.1    2007 Nolan Lode Gold and Antimony
Project Exploration Work Summary

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

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

A more detailed description of exploration work during 2007 is
as follows:

2007 Nolan Creek Area

In May, June, and July of 2007, the Company undertook an
extensive geochemical soil sampling campaign on the lower Smith Creek Dome
hillside between Archibald Creek and Smith Creek (the Hillside), and south of
Smith Creek in the lower western part of Midnight Dome. A total of 695 soil
samples were collected during the campaign on a 196.85 x 98.43 foot grid. Assay
results of the soil sampling campaign show a distinct arsenic and antimony
anomalous trend on the eastern part of the Solomon Shear trend. Arsenic
anomalies are strong indicators for the presence of gold.

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

In June, July, and August of 2007 the Company undertook backhoe
trenching on Pringle Bench and Workmans Bench. This program was followed up by
a first phase diamond core drilling program. Details of the 2007 exploration
program are as follows:

Pringle Bench

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

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

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

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


7

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


Trench
        ISample Number
      Sample Type
      **Sample Length** (ft)
      Au (toz/ton)
      Sb (%)07I11
      Continuous chip
      8.20
      0.00
      1.1107I12
      Continuous chip
      8.20
      0.03
      11.0607I13
      Select
        chip
      3.28
      0.03
      18.2207I14
      Continuous chip
      8.20
      0.06
      5.0707I15
      Select
        chip
      1.97
      0.23
      26.2307I19
      Continuous chip
      8.20
      0.03
      3.1607I20
      Select
        chip
      1.31
      0.04
      30.0307I23
      Continuous chip
      8.20
      0.03
      6.0207I24
      Select
        chip
      5.91
      0.03
      30.3507I28
      Continuous chip
      8.20
      0.01
      0.8807I29
      Select
        chip
      0.66
      0.04
      22.9207I32
      Continuous chip
      8.20
      0.04
      0.5107I33
      Select
        chip
      1.64
      0.12
      11.7807I39
      Continuous chip
      8.20
      0.03
      1.7607I45
      Continuous chip
      8.20
      0.00
      1.3007I46
      Select
        chip
      0.16
      0.05
      5.9007I58
      Continuous chip
      8.20
      0.01
      2.7807I59
      Select
        chip
      0.16
      0.02
      48.0707I65
      Continuous chip
      8.20
      0.01
      11.8607I66
      Select
        chip
      0.26
      0.01
      59.5207I72
      Continuous chip
      8.20
      0.01
      3.8707I73
      Select
        chip
      0.10
      0.06
      27.5907I75
      Continuous chip
      8.20
      0.01
      11.8007I76
      Select
        chip
      0.13
      0.01
      64.7607I78
      Select
        chip
      3.28
      0.01
      0.42


8

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


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


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

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

2007 Workmans Bench

Workmans Bench is located near the confluence of Smith and
Nolan Creek.

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

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

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


9

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

On November 16, 2007, we began excavation of the portal that
would continue into the bedrock below Workmans Bench located on the south side
of Smith Creek near the confluence with Nolan Creek. The tunneling effort
continued into 2008 and resulted in 570 feet of underground workings consisting
of four interconnected tunnels referred to as Crosscut Tunnels A, B, C and D.

The QP collected a 414 lb bulk sample from mineralized zone A
for metallurgical test work from the underground workings in April 2008. The
underground exposure of the mineralized zone will play an important key role for
the Company in obtaining a better understanding of the nature of the
structurally controlled gold and antimony mineralization in the Solomon Shear
Zone. This will significantly support Silverados exploration strategy.

2007 Fortress Area

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

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

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

1.5.2    2008 Nolan Lode Gold and Antimony
Project Exploration Work Summary

During 2008, exploration for a lode gold and antimony deposit
on the Companys Nolan property focused again on the Nolan Creek area within the
Solomon Shear Zone and Fortress area. The Solomon Shear Zone is a five mile long
gold and antimony bearing shear zone, which is a possible source of placer gold
in the Nolan valley drainages, especially the gravel bench deposits such as
Swede Channel, Marys East Bench, Marys Bench, Eureka Bench, and Workmans and
Pringle Bench. The Fortress area is a broad ridge located on the north end of
the property between the Hammond River drainage and the Nolan Creek drainage.
The Fortress area hosts gold-quartz-arsenopyrite veins which are associated with
east-west structures termed by the Company as the Fortress trend. The Fortress
veins may be the source for the gold in the Thompson Pup placer deposits. The
southern end of the Fortress area is cut by the Solomon Shear Zone and contains
gold and antimony mineralized quartz veins distinctly different from the
Fortress trend veins.

The 2008 lode exploration program consisted of a variety of
field exploration work. During early February 2008, 570 lineal ft of underground
tunnels, termed Tunnels A, B, C and D were completed in the bedrock below the
Workmans Bench, crosscutting the gold and antimony veins associated with the
Solomon Shear Zone. Channel samples of the bedrock were collected from the newly
excavated tunnels during the winter of 2008. During April of 2008, the QP
collected a 414 lb bulk sample of the gold and stibnite-rich main vein, referred
to by the Company as the Zone A vein. During the early summer of 2008,
additional ground geophysical very low frequency electromagnetic (VLF-EM)
surveys were conducted in the Fortress area. Approximately 79,000 ft (14.9
miles) of geophysical lines were surveyed in the former area. No soil samples
were collected on any of the Nolan Gold Properties. Fourteen rock samples were
collected throughout the Nolan Gold Project properties.

Additional diamond core drilling continued in the summer of
2008, but focused exclusively on the Solomon Shear Zone on the south side of
Smith Creek. Thirty four drill holes were drilled into the gold-bearing
antimony-quartz veined zone underlying Workmans Bench and the southwest
continuation of the zone. A total of 11,597 ft was drilled into the Solomon
Shear Zone. Freezing temperatures disallowed the continuation of drilling in
late September while the Company was trying to drill on the north side of Smith
Creek between the Pringle Bench and Workmans Bench areas.

10

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In addition, in June of 2008, three vertical RC holes (water
test wells) were drilled a minimum of 300 ft each to test for the presence of
groundwater in the area around Workmans Bench. The well holes were drilled
outside the limits of the mineralized Solomon Shear Zone, yet were proximal to
the zone. According to Swan Drilling of Fairbanks Alaska, no groundwater water
was encountered in any of the RC drill holes. A total of 1,000 ft was drilled by
Swan Drilling. The rock chips were collected every five feet and visually
inspected by geologists for possible mineralization.

A more detailed description of exploration work during 2008 is
as follows:

2008 Nolan Creek Area

2008 Workmans Bench

Workmans Bench is located near the confluence of Smith and
Nolan Creek.

On November 16, 2007, we began the excavation of the Workmans
Bench Portal and continued excavating 570 feet of underground workings into the
bedrock below Workmans Bench. The tunnels were finished on February 2, 2008.
The tunnels are interconnected and serve a multitude of purposes. The first
purpose was for determining the overall width of the veined gold and antimony
mineralized zone and establishing the strike and dip of the individual
quartz-gold-antimony veins. The second purpose was for the collection of insitu
bedrock channel samples for geochemical assays, and the third purpose was for
the collection of significantly larger (bulk) samples of the main gold and
antimony vein referred to by the Company as the A Zone vein. The A zone vein
typically consists of massive stibnite and gold with variable quartz and
carbonate gangue minerals. The underground workings were mapped to determine the
true strike and dip of the veins as well as the true width of the veins and
mineralized zones. The QP collected a 414 lb bulk sample of the A Zone Vein
for more accurate geochemical assays as well as for preliminary milling and
processing studies of the gold and antimony. The 414 lb sample of mostly massive
stibnite with minor quartz and carbonate gangue was sent to Hazen Research Inc.
Lakewood, Colorado, for the metallurgical tests. The underground tunnels will
also be used for additional geotechnical studies and most importantly for access
and egress of future bulk sampling efforts at depth.

During February of 2008, the Company collected 92 channel
samples from the rock walls of the tunnels, and collected specific samples of
the larger quartz-stibnite-gold veins. The channel samples were five feet in
length. In addition, the QP collected 23 independent channel samples across 16
northeast striking steeply dipping quart-stibnite-gold veins, as well as 7 other
less mineralized structures.

The following table presents assay values of significant 2008
underground channel samples and specific semi-massive and massive stibnite vein
samples collected during February of 2008. The following table shows the
slightly variable gold content within the stibnite rich areas, even when sampled
from similar sites. The variable gold content in the massive stibnite, and
stibnite-rich zones, supports the Companys previous interpretation that there
is a gold nugget effect that makes the estimation of a lode gold to antimony
ratio difficult to ascertain and is part of the reason why the Company is
seeking a bulk sample on the scale of 1,000 to 2000 cubic yards or more. Also,
further metallurgical work and processing studies will be carried out on a wider
range of ore grade material. Refer to plan view map of the underground workings
for the sample locations.

11

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SampleNumber
    StibniteTargetVeinZone
    Sample
      Location Number OrTunnel
    True Width
      In feet
    Sb(%)
    Au (oz/t)
    BriefDescription203405 Bench Test Sample
    West Zone
    Tunnel D
    1.5
    41.20
    0.110
    Semi-massive stibnite, quartz
      gangue203789
    West Zone
    Tunnels A and D Intersection
    1.5
    22.48
    0.556
    Wall rock of connecting drift203808
    A Zone
    Tunnel
      D
    1.50
    43.64
    1.19
    Nearly massive stibnite with quartzWBUG3 S1
    A
      Zone
    Site
      3B
    0.42
    52.10
    0.676
    Massive Stibnite Vein in North DriftWBUG3 S2
    A
      Zone
    Site
      3B
    0.42
    58.89
    0.329
    Massive Stibnite Vein in North DriftWBUG3 S3
    A
      Zone
    Site
      3A
    0.42
    60.90
    0.031
    Massive Stibnite Vein in North DriftWBUG3 S4
    A
      Zone
    Site
      3B
    0.42
    55.71
    0.451
    Massive Stibnite Vein in North DriftWBUG3 S5
    A
      Zone
    Site
      3B
    0.42
    11.10
    0.444
    Semi-Massive Stibnite Vein in North DriftWBUG8- S2
    A
      Zone
    Site 8
    0.42
    58.76
    0.145
    Massive stibnite Vein in South Drift203802
    A
      Zone
    Tunnel
      C
    2.50
    37.78
    0.076
    Semi-Massive Stibnite Vein in South Drift203810
    B
      Zone
    Tunnel
      C
    0.5
    41.0
    0.696
    Nearly massive stibnite with quartz, south drift203791
    B Zone
    Tunnel A
    0.50
    39.73
    0.362
    Nearly massive stibnite with hanging wall
      north driftWBUG8 S1
    A
      Zone
    Site 8
    0.42
    57.52
    0.359
    Massive stibnite Vein in South DriftWBUG5 S2
    B
      Zone
    Site 5
    0.42
    50.04
    1.040
    Massive Stibnite Vein in North Drift


A total of 34 diamond core drill holes were drilled into the
gold-bearing antimony-quartz veined Solomon Shear Zone in 2008, totaling 11,597
ft of core for the season, with a core recovery of over 95%. The second phase
drilling effort was focused exclusively on the portion of the Solomon Shear Zone
that extends 1300 ft southwest from Smith Creek across Workmans Bench. Details
of the results of the drilling program are discussed below.

During the 2008 drilling program, a total of 627 samples were
collected from the drill core. The total samples collected is significantly less
than the 1,195 core samples collected during the 2007 drill program even though
the drilling footage in 2007 totaled only 4,555 ft. The fewer samples collected
was based off of results of 2007 when the holes were sampled from top to bottom.
Drill results in both the Pringle and Workmans Benches in 2007 indicated that
the gold mineralization was associated with the sulfide-bearing (stibnite or
arsenopyrite) quartz veins. Thus, only individual quartz veins or zones of
closely spaced thin veins were sampled, and these samples are referred to as
specific samples. The adjoining wall rock of significant veined zones was also
sampled, and these are referred to as reference samples for continuity across
the zones.

Four discrete gold-bearing stibnite-quartz-carbonate veined
zones, were defined by the results of the two drilling programs, and these four
zones are also evident in the workmans Bench Underground exploration tunnels.
The four zones are depicted in the Fig below. Currently, the A Zone vein is
the largest in width and most well defined in our downhole projections and in
the exploration tunnels. The A zone vein was subject for the bulk sample
collected by the QP in April of 2008. Results of the bulk sample are listed in
Bundtzens 43-101 report. The resource estimates for the deposit exclude the C
Zone.

The map below is a plan-view of the 570 ft of underground
workings and depicts three of the four mineralized zones. The West zone which
typically skirts the west side of the A Zone is not outlined in the figure.

12

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Locationofundergrounddevelopmentandchannelsamples,WorkmansBench



13

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Surfaceview ofWorkmansbenchmineralizedzones,showinglocationsofundergroundworkings,drill holecontrol,andinterpretedextensionsand overall widths of A, B, C and West Zones.



14

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The following table shows examples of the types of mineralized
veins in the four discrete zones within the Solomon Shear Zone. Some of the
smaller veins are examples of individual veins and do not represent the entire
zone which may contain more veins within it. The reserve estimates discussed in
Item 2 are based off of the A,B, and West Zones and do not include the C
Zone. The table does not show all of the intercepts used by the Company for
reserve estimates. The table is for description purposes only.

No.
      DrillHole#
      (Assay Intervals)
      StibniteTargetVeinZone
      From(feet)
      To(feet)
      Width(feet)
      Sb(%)
      Au(oz/ton)
      BriefDescription1
    08SH02
    WestZone
    160.0
    160.6
    0.6
    23.30
    0.031
    QuartzStibnite vein2.0
      inches wide2
    08SH02
    AZone
    186.5
    187.5
    1.0
    37.92
    0.091
    5 inch (true
      thickness)quartzstibnite vein with semimassive stibnite in
      medialportion3
    08SH02
    BZone
    193.0
    193.8
    0.8
    7.11
    0.190
    2 parallel
      quartzstibniteveins totaling about 4 inchesin thickness4
    08SH03
    WestZone
    41.3
    42.5
    1.2
    37.91
    0.301
    Sheared stibnitequartz zone;
      about 1 foot true thickness;textures look like A
      zone(offset?)5
    08SH03
    AZone
    115.9
    117.0
    1.1
    26.73
    0.410
    Quartzstibnite veins
      atvertical orientations.6
    08SH03
    HangingwallAzone
    117.0
    117.5
    0.5
    0.07
    0.360
    Hanging wall With 0.86% As;
      trace stibnite in quartz7
    08SH03
    BZone
    130.3
    130.9
    0.6
    13.65
    0.130
    Stibnitequartz vein zone
      with visible siderite8
    08SH03
    CZone
    195.5
    196.1
    0.6
    0.70
    0.130
    Quartzstibnite zone; 10%
      Stibnite; possibly C zone"9
    08SH01B
    WestorA
    33.8
    35.2
    1.4
    53.44
    0.280
    Massive stibnite with only
      minor quartz; QP estimate is 11 inches true
width


Table of selected sample composites , illustrating composited
assay information and true widths of mineralized structures and veins from 2008
Workmans Bench core drilling program.

Independent Preliminary Feasibility Study Completed by
Pacific Rim Geological Consulting Inc.

During September 2008, Thomas K. Bundtzen of Pacific Rim
Geological Consulting Inc. (the QP) was commissioned by the Company to perform
a preliminary feasibility study of the Workmans Bench Antimony and Gold Lode
Deposit. Bundtzen is a third party (independent) and AIPG Certified Professional
Geologist. Bundtzen is a Qualified Person as defined by NI 43-101 and also
qualifies under the rules of the U.S. Securities and Exchange Commission. The
significance of the preliminary feasibility study is that the resource estimates
of the lode antimony and gold have been reclassified as a reserve and the
deposit is an economically viable deposit.

15

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The information in the report was based on data as of October
15, 2008. The report was prepared as a National Instrument 43-101 Technical
Report in accordance with Form 43-101F, for the Company. Readers and investors
need to take caution since the 43-101 technical report is under the guidelines
of the British Columbia Securities Commission and that the United States
Securities Exchange Commission does not recognize many of the terms used such as
indicated resources and inferred resources and possibly other terms which
are commonly used by the Canadian Institute of Mining (CIM). Readers should note
that the results of the study post date the previous report by the QP released
on July 29, 2008, and that the information in the recent report which includes
resource estimates supersedes the July report. The results of the study were
released on January 1, 2009. The report in its entirety can be found at our
website www.silverado.com. Some of the pertinent items discussed in the report
are as follows:

| | 1. | Data Verification by the QP and QAQC of the Companys
      Sample Management.                            
| | -- | ----------------------------------------------------------------------------------------------------------
| | 2. | Mineral Processing and Metallurgical Testing of Bulk
      Sampled Material from the Underground Workings.
| | 3. | Summary of Resource and Reserve Estimates of the Antimony
      and Gold Lode Deposits.                   
| | 4. | Methodology and Modeling Used for the Lode Resource
      Estimates.                                      
| | 5. | Waste Rock Management Plan                                                                                
| | 6. | Mill Design (Pilot Mill)                                                                                  
| | 7. | Modeling Used for the Lode Resource Estimates.                                                            
| | 8. | Project Implementation Schedule.                                                                          
| | 9. | Conclusions and Recommendations of the
  QP.                                                              

Data Verification

During numerous personal inspections of the Nolan Creek
properties during both 2007 and 2008, the QP observed sample collection and
sample preparation practices for the Nolan Gold Projects lode-style deposits. On
June 13 and 14 and September 28 and 29, 2008, the QP visited the Nolan Camp and
examined all significantly mineralized core intervals acquired from the 2007 and
2008 drilling programs. A total of 124 mineralized intervals were examined. The
analytical data was compared with each of the mineralized zones and confirmed
the elevated antimony and gold values in the sampled areas.

The QP observed core logging and trench samples being prepared
for shipment from Nolan Creek during October 22 to October 23, 2007. The QP also
observed Silverado contractors preparing placer samples for separation of placer
gold, the subsequent weighing of recovered gold and calculation of gold per unit
volume of material.

Judgments and determinations by the QP in regards to the
Companys sample preparation, analytical procedures and security of samples are
discussed in the 43-101 technical report.

Nolan Lode Gold and Antimony Project 2009 Work Plan

The recent feasibility study performed by the QP will be a
guideline for our future activities. Depending on funding and the acquisition of
certain permits, the Company plans to fast track efforts toward the development
stage.

During 2009, lode exploration work will consist of additional
diamond core drilling in several key areas throughout the property, as well as
more test trenching and bedrock sampling along the northeast trending Solomon
Shear Zone. The primary focus will be infill drilling in the intermediate area
between the Pringle Bench and Workmans Bench, as well as more infill drilling
within the area drilled in 2008 for more accurate resource estimates of the gold
and antimony mineralized veins. Additional drilling on the property will be
dependent on our completion of drilling in the former key areas. The planned
drilling schedule is as follows.

Workmans Bench- The Company plans to infill drill a
minimum of 20 holes along the portion of Solomon Shear Zone that was drilled in
2008, for a more accurate estimate of reserves.

Pringle South  The Company plans to infill drill a
minimum of 10 holes along the Solomon Shear Zone on the north side of Smith
Creek in the area between the Pringle and Workmans Benches for a check of the
continuity of the northeast striking zone.

Hillside Area- The bedrock underlying the Hillside Area
was drilled in previous years with an RC drill, but the drilling locations were
based on only bedrock trenching data. Since then, geophysical surveys and
geochemical soil sampling surveys have indicated that drill collars were too far
west and the Company plans to drill a minimum of 5 holes approximately 800 feet
further to the east and drilling back toward the west to intercept the zone. In
2009, the Company plans to take advantage of the historic trails and use an
excavator to dig additional test trenches in the area further to the east.

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Medinas Sleeping Giant- The Companys newest prospect,
based on air photo interpretation and airborne EM surveys, is another structural
zone that is over three miles in length and parallels the Solomon Shear Zone.
Located approximately 2,000 ft east of the Solomon Shear Zone, the zone cuts
across Smith Creek in an area defined by two closely spaced ephemeral creeks
(gullies), an area where old timers previously mined stibnite. The Company
believes that this is likely another structural zone similar to the Solomon
Shear Zone. The northeast striking zone extends northeast from Smith Creek along
the break in slope directly south of Smith Dome.

The escarpment that remains at the base of the slope represents
the highest erosion and movement by glaciers in the area, and this area may be
responsible for the historic placer deposits in upper Smith Creek. The Company
plans to excavate a minimum of four 100 ft test trenches into the overburden as
well as the bedrock to check for gold and antimony mineralization. The test
trenches are essential since there is no bedrock exposure, and the tundra
covered soil horizons are poorly defined or absent.

Fortress Area -The Company plans to do detailed mapping
and sampling of the quartz-arsenopyrite veins in various outcrops along the
Fortress ridgetop. No drilling is planned for the Fortress Area in 2009.

Sample Collection, Sample Preparation, and Analytical
Procedures

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

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

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

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

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

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

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

17

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All drill hole grade data is expressed in ounces gold per cubic
yard. Sample recovery calculations have been implemented by Silverado geological
staff.

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

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

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

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

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

Quality Control and Quality Assurance

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

Core recovery is checked in every box coming off the drill rig.
During 2008, Silverado's geological contractors have reported that core recovery
averaged 95% since the exploration drilling switched to NQ core. Silverado
contractors have competently prepared samples analysis and dispatch to external
laboratories. All drill core is digitally photographed on site, and the photos
are kept on file for future reference as needed. All photos from the 2007 and
2008 drill programs were submitted to the QP for additional verification.

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

The analytical package selected from external assay
laboratories reflects the need to: obtain precise antimony and gold values,
obtain information on trace metals such as bismuth, lead, arsenic, cadmium, and
selenium, and to seek to understand background levels of other elements for
environmental monitoring reasons. Because Silverado is evaluating the lode
resources of the area for potential development, it is useful for Silverado to
take a broad look at the elemental suite present in the affected environment in
order to better design an environmental monitoring program. Data from Workmans
Bench shows Ca values as high as 17.50 percent. This may indicate a high CaCO3
content of some sample intervals. Recent (2008) core logging criteria requires
the geologist to do a cold diluted HCL acid test of the drill core while logging
the core as a field test of the carbonate (buffering potential ) content of the
bedrock. The rock encountered in the zones of interest have elevated sulfide
contents that could pose an acid drainage problem during future mining
operations. The Company tracks both the sulfide content and the carbonate
content for acid-base accounting purposes.

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

18

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Mineralogical Processing and Metallurgical Testing Results
of the 414 lb Bulk Sample.

Until very recently, Silverado had not completed mineral
processing or processing tests of lode mineralization in the Nolan Creek area.
Silverado has acquired a permit from the USBLM to collect and process a maximum
1,000 cu yd of material from the Workmans Bench lode for metallurgical testing.
The bulk sample will be collected for a more accurate determination of grinding,
flotation, and other processing and mineralogical characteristics of the
stibnite. The bulk sample will also determine the mineralogical nature of the
gold and help determine the Companys recent conclusions that there is a gold
nugget effect associated with the stibnite veins, and the larger bulk samples
will serve to better ascertain a more accurate gold to antimony ratio for the
Workmans Bench deposit.

In April 2008, the QP collected a 414 lb bulk sample of
semi-massive to massive stibnite, vein quartz, and wall rock gangue all from the
defined mineralized A Zone in the Workmans Bench underground workings . The
purpose was to determine the mineralogical nature of the antimony mineralization
and the source of significant gold values. There is much variation in gold
content of the stibnite zones even within constrained sample collection areas.
The bulk sample was sent to Hazen Research Labs Inc. (Hazen) in Golden,
Colorado, USA in order to discover the most optimal grind for potential
marketing of a stibnite product, identify the mineralogical nature of gold and
antimony values in the mineralization.

Two reports were produced by Hazen in September: 1) Report #1 -
Flotation and Gravity Results, Workmans Bench Stibnite-Gold Deposit, Wiseman
District, Alaska; and 2) Report #2 - Mineralogical Examination, Workmans Bench
Stibnite-Gold Deposit, Wiseman District.

Summary of Hazens Report #1 - Rod mill grinding followed by
two rougher stages yielded a gold recovery of 98% and an antimony recovery of
nearly 100% in 37.8 percent of the weight, which strongly indicates flotation
may be a viable process for recovering gold and antimony at Workmans Bench. The
gold and antimony grades from the sample were 0.546oz/ton (as stated, 18.7 g/t)
and 36.7 percent respectively, which compare fairly closely to the average
inferred resource grades of 39.13 % antimony and 0.395 oz/ton gold from A
Zone. Gravity separation using a quarter DeisterTM shaking table produced a
second, cleaner gold and arsenopyrite concentrate that assayed 9.4 oz/ton (356.0
g/t) gold . This test work indicates that coarse gold and coarse stibnite can
likely be recovered by gravity separation; however, fine grained components of
both mineralogical products may require flotation. Given the tendency for
stibnite to slime, a flotation circuit may be an important prerequisite for a
recovery system. Using gravity only methods would result in a stibnite recovery
of approximately 85 percent, and gold recovery of about 90 percent. No duplicate
flotation and gravity confirmation tests were completed by Hazen Research Labs
Inc.

Summary of Hazens Report #2  The second report involved a
different separation process that included a heavy liquid with a specific
gravity of 2.96 (acetylene tetrabromide) for separation of the heavy minerals
for statistical analysis and to determine the nature of the gold occurrence. The
heavy liquid sink produced 85% stibnite, 10% gangue, 3% pyrite, 2% arsenopyrite,
1 % Rutile, and native gold.

Further metallurgical testing may prove that acceptable gold
and antimony recoveries from slimes may be obtained through the side of the high
centrifugal force effect provided by a Falcon Concentrator. If this proves to be
the case, then the more costly flotation process may be avoided.

Budget projections for this project are detailed under the
section Projected Annual Budget for 2009.

We are a mineral exploration company with interests in
properties located throughout the state of Alaska. The majority of such
properties are in the early stages of exploration, and there is no assurance
that a commercially viable mineral deposit exists on all of such properties.
Effective January 1, 2009, based on completion of a preliminary feasibility
study, our Nolan Gold and Antimony Lode Project has disclosed an economically
viable mineral reserve. The preliminary feasibility study concluded that the
resource estimates disclosed by the Company in its Current Report on Form 8-K on
November 17, 2008 can be reclassified as a probable reserve. Though there were
no material changes to the grades and quantities previously reported on November
17, 2008, there was additional data produced that added new grades and there was
further work conducted on this zone that resulted in the aforementioned
reclassification.

2.    Ester Dome Property

2.1    Ester Dome Property 2008 Work

The properties comprising our Ester Dome gold project are
discussed in detail under the heading Description of Properties herein. In
recent years, all exploration trenches were backfilled, stabilized, and seeded
to resist surface erosion. Annual assessment work for

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2008 was completed and all claim rental payments were made to
maintain the property in good standing. Fairbanks North Star Borough 2008 taxes
were paid on the mill facility and mine facilities in the sum of $7,950.30.

2.2    Ester Dome Property 2009 Work Plan

During 2009, we plan to continue work toward completion of the
closure of the Grant Mill Tailings Pond, as part of our asset retirement
obligations. This pond, which is filled to capacity with tailings, will be
capped and decommissioned after a final approval of the tailings pond closure
plan is received from the Alaska Department of Environmental Conservation
(ADEC). Currently the Company is waiting on a report from Shannon and Wilson
Inc., an engineering and environmental firm that is in the process of completing
a study that is needed for the Company to move to the next phase of required
permitting needed before the decommission process can take place. The Company
remains in good standing with the state regulators and will continue reclamation
work on our Ester Dome holdings during 2009.

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

3.    Hammond Property

3.1    Hammond Property 2008 Work

The placer claims comprising our Hammond property are discussed
in detail under the heading Description of Properties in this annual report.
During 2008, rental payments were made to keep the mining claims in good
standing.

3.2    Hammond Property 2009 Work Plan

To date, the Nolan Creek Deep Channel placer deposit and the
Hammond River Slisco Channel have the greatest exploration potential for an
economically viable placer deposit. Both prospects require more RC drilling and
analysis.

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

The higher placer gold values in both pay layers are located
within the left limit of the Slisco Channel. In addition to the encouraging
drill results to date, the potential of extending the channel to the southeast
plus the possibility of discovering gold bearing tributary channels, make this a
prospect for additional discoveries. During the summer of 2009, a series of
drill holes will be completed to explore for the extension of the Slisco Channel
to the south. Presently, it has been traced for 1,800 feet. The drill program
will also seek to define any gold bearing tributaries to the Slisco Channel.

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

4.     Eagle Creek Property

The properties comprising our Eagle Creek property are
discussed in detail under the heading Description of Properties in this annual
report. During 2008, annual assessment work was completed on the property, and
rental payments were made to keep the mining claims in good standing.

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4.1    Eagle Creek Property 2009 Work Plan

During 2009, annual assessment work will be completed on the
property to keep the mining claims in good standing. Assessment work will be
focused on the northwest part of the claim block, where drilling and trenching
has defined an intrusive host rock, thought to be a sill, containing low grade
gold, silver and antimony mineralization. If funding permits, the Company will
design a trenching and drilling program to further investigate the gold and
byproduct mineral distribution of the intrusive. Additional work which includes
trenching and drilling will also be completed on the Number One Vein. The Number
One Vein was the lode quartz gold structure which has been mined commercially
for antimony. The drilling will be performed by a drill contractor.

Completing the 2009 work plan will be contingent on available
funding. Even if funding becomes available, there is no assurance that a
commercial gold-silver-antimony deposit will be defined.

2009 Exploration Budget

Projected Annual Budget for Fiscal Year 2009

Nolan Gold Project

|Drilling and Exploration Program - Nolan
      Gold Project                        | $ | 1,000,000  | 
|---------------------------------------------------------------------------------- | - | ---------- | 
|Underground Development and Mining Program - Nolan Gold and
      Antimony Project |   | 7,940,000  | 
|Total Costs for the Nolan Gold Project                                             |   | 8,940,000  | 
|Total Costs for the Eagle Creek Project                                            |   | 20,000     | 
|Total Costs for the Ester Dome Project                                             |   | 520,000    | 
|Total Costs for the Hammond Project                                                |   | 20,000     | 
|Administration  All Projects                                                      |   | 500,000    | 
|Total Budget All Projects                                                          | $ | 10,000,000 | 

Completion of all of the projects described in the 2009 work
plan will be contingent on additional funding. There is no assurance that
additional funding will be obtained. Even if the additional funding is obtained,
there is no assurance that a commercial ore deposit will be developed. Revenues
from any anticipated gold and antimony sales are projected to be profitable.

LOW-RANK COAL-WATER FUEL BUSINESS

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

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

On December 18, 2006, Silverado Green Fuel Inc. announced the
signing of a Memorandum of Understanding (MOU) between Choctaw County, the
Choctaw County Economic Development District (CCEDD), the Mississippi
Development Authority (MDA) and Silverado Green Fuel Inc. The MOU is an
agreement to build the countrys first Low-Rank Coal-Water fuel commercial
demonstration plant at the Red Hills Ecoplex just outside of Ackerman, MS.
Considering the inability to receive a Federal fund appropriation over a seven
year period as no energy bill was passed, the Company suggested that CCEDD and
MDA retain their

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grants and not reconsider them until such time as complete
funding for the project could be obtained. Both CCEDD and MDA agreed and
dissolved the MOU and related grants pending senior project financing.

Silverado is currently having a $150,000 study conducted on the
chemical and physical characteristics of Mississippi Red Hills Lignite Coal at
the Mineral Industry Research Laboratory at the University of Alaska (Fairbanks)
and expects results by late 2009.

Results of the tests as well as capital availability and an
increase in oil prices would all have to be positive for Silverado Green Fuel
Inc. to reconsider construction of its LRCWF project. In the meantime, Dr.
Warrack Willson, at age 65, has retired from Silverado Green Fuel and the
Company retains its rights under its agreement with Dr. Willson to the LRCWF
technology and exclusive rights to technology developed by Dr. Willson during
his employment with Silverado.

GOVERNMENT REGULATION

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

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

- Nolan - Silverado is the sole owner of 204 federal placer mining claims and
  407 federal lode mining claims.
- Hammond (Slisco)  Silverado leases 24 federal placer mining claims and 36
  federal lode mining claims from Alaska Mining Company, Inc.(ALMINCO)
- Eagle  Silverado has an equal (50%) ownership interest in 77 state mining
  claims with Kathleen King.
- Ester  Silverado is party to an agreement for the conditional purchase of
  22 state mining claims from Paul I. Barelka, Donald J. May, and Mark Thoennes;
  Silverado leases 1 federal lode mining claim and 4 state mining claims from
  Gilbert Dobbs; and Silverado is party to an agreement for the conditional
  purchase of 26 state mining claims from Roger C. Burggraf.

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

i.      Lease Of Mining Claims With
Option To Purchase - The Hammond (Slisco) Property

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

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

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

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

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

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

ii.     Lease and Purchase Agreement
(King) - The Eagle Property

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

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

Silverado is party to an Agreement For Conditional Purchase And
Sale Of Mining Property (the 1979 Agreement), dated May 12, 1979, with Donald
J. May, Paul I. Barelka, and Mark Thoennes (collectively, the Sellers)
pursuant to which Silverado agreed to conditionally purchase certain unpatented
state mining claims located in Fairbanks, Alaska (the 1979 Claims), including
all other then-owned and after-acquired mining claims or interests in mining
claims within one mile of any portion of the 1979 Claims, from the Sellers. The
state mining claims formerly belonging to Thoennes were acquired by Barelka and
May who have deeded the claims to Polar Mining Inc. and The Fairbanks Rescue
Mission respectively. The present owners of the mining claims covered under the
above agreement are Fairbanks Rescue Mission and Polar Mining, Inc.

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

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

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

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

iv.     Exploration And Mining Lease -
The Ester Property

Silverado and Gilbert Dobbs (Dobbs) entered into an
Exploration And Mining Lease (Dobbs Lease), dated November 6, 1984, as amended
on August 4, 1996, pursuant to which Silverado leased from Dobbs three federal
lode mining claims in Fairbanks, Alaska known as the Moose Claim (BLM F061722),
the Rosie Claim (BLM F061724) and the Brandy Claim (BLM F061725) (collectively,
the Dobbs Claims), and all exploration, mining, and water rights associated
therewith. The above federal Rosie and Brandy claims have been converted to four
state mining claims: Rosie 1 (ADL575826), Rosie 2 (ADL575827), Brandy 1
(ADL575828), and Brandy 2 (ADL575829).

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

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

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

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

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

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

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

Title to the 1978 Claims will pass to Silverado upon its
payment in full of the purchase price of $2,000,000. The purchase price is
payable at 15% of net profits (as such term is defined in the 1978 Agreement)
per year, calculated on a quarterly basis, and payable within sixty (60) days of
the end of each calendar quarter. The 1978 Agreement also called for Silverado
to issue an aggregate of 100,000 shares of its common stock to Burggraf over the
course of four (4) years from the date thereof. Once Silverado pays the purchase
price in full to Burggraf, it will be obligated to make royalty payments equal
to 3% of net profits derived from its operations on the 1978 Claims until
production is terminated. Furthermore, if any agreement is reached with a third
party concerning properties owned by such third party within two miles of any
portion of the 1978 Claims, Burggraf will be entitled to royalty payments equal
to 2% of net profits derived from Silverados operations on the 1978 Claims. The
original six federal unpatented federal lode claims incorporated in the 1978
Agreement with Burgraff have been converted to state mining claims: Grant
26-31(ADL 536564-536569). All mining claims under the agreement are now state
mining claims.

Silverado is also obligated to (i) perform annual assessment
work beginning with the assessment year ending September 1, 1979; (ii) expend up
to $15,000 per year on the 1978 Claims until the $2,000,000 purchase price is
paid (with such expenditures to be credited toward Silverados payment of the
purchase price); (iii) refrain from permitting any liens or levies to be placed
against the 1978 Claims, and timely pay any taxes imposed thereon; (iv)
indemnify Burggraf from any claims arising from Silverados operations and
conditions on the 1978 Claims arising after the date of possession; and (v)
obtain and maintain adequate insurance.

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

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

COMPETITION

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

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EMPLOYEES

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

RESEARCH AND DEVELOPMENT EXPENDITURES

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

|                         | December 1, 2007           | December 1, 2006          
|------------------------ | -------------------------- | --------------------------
|                         | to
      November 30, 2008 | to
      November 30, 2007
|Research and Development |                            |                           
|Expenditures:            | $295,045                   | $34,313                   

Research and development activities were primarily attributable
to the pursuit of the development of our Green Fuel business. During 2007 and
2008, the majority of the research and development costs attributable to the
low-rank coal-water fuel technology related to further technical work on the
fuel creation temperature.

ENFORCEABILITY OF CIVIL LIABILITIES

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

ITEM 1A. RISK FACTORS

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

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

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

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

We had deficit working capital of $1,293,886 as of November 30,
2008. We did not report revenues in our last three fiscal years ended November
30, 2008, 2007 or 2006. Our plan of operations calls for expenditures of a
minimum of $10,000,000 to be incurred by us over the next twelve months in order
to continue our mining exploration activities at the Nolan Gold, Ester Dome,
Eagle Creek and Hammond Projects. While we will apply proceeds from gold sales
generated from our test mining activities to cover our exploration expenditures,
we anticipate that proceeds from gold sales over the next twelve months may not
exceed our projected expenditures during this period with the result that we
will require substantial financing in order for us to pursue our plan of
operations. If we do not achieve the necessary financing, then we will not be
able to proceed with our planned exploration activities, including our planned
test mining activities, and our financial condition, business prospects and
results of operations will be materially adversely affected.

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We are a mineral exploration company with interests in properties located throughout the state of Alaska.  The majority of such properties are in various stages of exploration, and there is no assurance that a commercially viable mineral deposit exists on all of such properties.

Thomas K. Bundtzen, an independent third party mining consultant and an AIPG and NI 43-101 Qualified Person, completed a Preliminary Feasibility Study for the Company effective January 1, 2009.  The study concluded that the lode gold and antimony deposit underlying Workman’s Bench and the southwestern portion of the Solomon Shear Zone contain probable reserves. Nevertheless, there is no assurance that we will be able to recover quantities of gold and antimony in these areas or in any others that will enable us to achieve sales of gold and antimony that will exceed our costs of recovering the gold and antimony.

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

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

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

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

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

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

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

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

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

We are currently proceeding with exploration of our mineral
properties on the basis of estimated exploration costs. This exploration program
includes drilling programs at various locations within the Nolan Gold Project.
If our exploration costs are greater than

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anticipated, then we will have fewer funds for our exploration
activities, including test mining activities that we plan to carry out at our
Nolan Gold Project, and for our general and administrative expenses. In this
event, our financial condition will be adversely affected, our losses will
increase and we will have fewer funds with which to pursue our exploration
programs. Factors that could cause exploration costs to increase include adverse
weather conditions, difficult terrain and shortages of qualified personnel.

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

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

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

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

This annual report discusses our mineral resources in
accordance with Canadian National Instrument 43-101, as discussed under the
section of this annual report entitled Description of Properties.
Resources are classified as measured resources, indicated resources
and inferred resources under NI 43-101. However, U.S. investors are
cautioned that the United States Securities and Exchange Commission does not
recognize these resource classifications. There is no assurance that any of our
mineral resources will be converted into reserves under the disclosure standards
of the United States Securities and Exchange Commission except for those
probable reserves defined in the January 1, 2009 report earlier referenced in
this document. Further, inferred resources have a great amount of
uncertainty as to their existence, and economic and legal feasibility. It cannot
be assumed that all or any part of an inferred mineral resource will ever be
upgraded to a higher category. Under Canadian rules, estimates of inferred
mineral resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases. Investors are cautioned not to assume that part
or all of an inferred resource exists, or is economically or legally
mineable.

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

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

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

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

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

We plan to continue exploration on our mineral properties. The
search for valuable minerals as a business is extremely risky. We can provide
investors with no assurance that additional exploration on our properties will
establish that additional commercially exploitable reserves of gold exist on our
properties. Problems such as unusual or unexpected geological formations or
other variable conditions are involved in exploration and often result in
exploration efforts being unsuccessful. The additional potential problems

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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 and three year operation
of the demonstration facility would cost approximately $26 million. Even if the
demonstration facility were constructed and operational, there is no assurance
that the commercial viability of this process would be established or that we
would be able to expand the facility into a commercially viable operation or to
generate revenues from this technology. We are pursuing funding from the United
States federal and state governments and from private sources to fund the
construction of the demonstration facility. There is no assurance that we will
succeed in obtaining government or private funding for this project. Even if
funding is obtained and the demonstration facility constructed, there is no
assurance that we would be able to generate profits or revenues from the
operation of the demonstration facility.

ITEM 2. DESCRIPTION OF PROPERTY

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

Our four groups of mineral properties located in Alaska are
described below. This disclosure incorporates the results of technical reports
prepared during 2008 by Thomas K. Bundtzen (Bundtzen/the QP), a third party
independent qualified person and certified professional geologist, in accordance
with the requirements of Canadian National Instrument 43-101  Standards of
Disclosure for Mineral Projects (NI 43-101). The resource information listed
below is different from resource information and resource totals previously
disclosed in our 2007 Annual Report on Form 10-KSB. The more recent 2008
resource estimates are different because Bundtzen determined that some of the
data used for the 2007 resource estimates was outdated. Investors may view the
NI 43-101 reports at the Companys website at www.silverado.com.

The NI 43-101 reports provide 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.

The Company holds interest in the following four groups of
mineral properties in Alaska:

| | 1. | Nolan Gold Project;             
| | -- | --------------------------------
| | 2. | Hammond Property (Slisco Bench);
| | 3. | Ester Dome Properties;          
| | 4. | Eagle Creek Properties;         

We are a mineral exploration company with interests in
properties located throughout the state of Alaska. The majority of such
properties are in the early stages of exploration, and there is no assurance
that a commercially viable mineral deposit exists on such properties.

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NOLAN GOLD PROJECT

Effective January 1, 2009, based on completion of a preliminary
feasibility study, our Nolan Gold and Antimony Lode Project has disclosed an
economically viable mineral reserve. The preliminary feasibility study concluded
that the resource estimates disclosed by the Company in its Current Report on
Form 8-K on November 17, 2008 can be reclassified as a probable reserve. Though
there were no material changes to the grades and quantities previously reported
on November 17, 2008, there was additional data produced that added new grades
and there was further work conducted on this zone that resulted in the
aforementioned reclassification.

1.    Location and Access

The majority of the properties comprising our Nolan Gold
Project are adjacent to or within the Nolan Creek Valley, located approximately
8 miles northwest of the small town of Wiseman, and 175 air miles north of
Fairbanks, Alaska in the southern foothills of the Brooks Range. Centrally
located in the historic Koyukuk Mining District, Nolan Creek is a southerly
flowing tributary to Wiseman Creek which flows southeasterly into the Middle
Fork of the Koyukuk River. 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 the Nolan Creek Camp with the Dalton Highway and is
suitable year-round for semi-tractors loaded with fuel and equipment. Air
transportation is available by several commercial carriers from Fairbanks to the
4,500 ft long, state maintained Coldfoot Airport. The community of Coldfoot
Alaska is about 15 miles south-southeast of Nolan, and has Alaskas northernmost
gas station, grocery, and public lodging. Coldfoot also has a weather station
provided by the Alaska State Weather Service, and a post office.

All of the Nolan Gold Project properties are on federal land
and located within the Wiseman B-1 Quadrangle. All of the mineral claims, with
the exception noted below, are in the SE 1⁄4, Township 31 North, Range 12 West,
the NE 1⁄4, Township 30 North, Range 12 West, and SW 1⁄4, Township 31 North, Range
11 West, Fairbanks Meridian.

In addition to the Nolan Creek properties, Silverado also has
two smaller placer claim groups on Clara Creek and Marion Creek, located 1.5 and
3 miles north respectively of the town of Coldfoot, Alaska, situated near the
Dalton Highway.

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

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2.    Property Description and Ownership
Interest

All of the mineral properties at the Nolan Gold Project are
federal mining claims. Federal mining law allows for a locator to stake either a
placer deposit or a lode deposit. Under the federal mining law, a 20 acre placer
claim with the dimensions of 660 feet by 1,320 feet may be staked. Lode mining
claims have dimensions of 600 ft by 1,550 ft.

As of November 30, 2008, Silverados Nolan Gold Project consist
of 204 unpatented, federal placer mining claims covering approximately 4,080
acres in three non-contiguous groups, and 407 unpatented federal lode mining
claims covering approximately 8,140 acres in one large contiguous group. Many of
the 407 lode mining claims are superimposed over the placer mining claims. There
has been no legal survey on any of the claims. These groups of properties are
described in the next subsection.

The majority of the Nolan Creek mining claims are controlled by
Silverado Gold Mines Inc., a wholly owned subsidiary of Silverado. Many of the
claim names acquired or staked by Silverado have historic names such as Marys
Bench and Workmans Bench. Beginning in 2006, new lode and placer claims were
designated in numerical succession.

Annual fees were paid to the federal government. The Company
paid the claim maintenance fee of $125 dollars per claim due before September 1,
2008. Maintenance and holding fees for the federal placer and lode mining claims
for the Nolan Gold Project totaled $76,375 USD, which were paid July 31, 2008 to
the Bureau of Land Management. An affidavit of evidence of maintenance fees paid
for federal mining claims was filed on August 6, 2008.

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(a)    Nolan Gold Project Placer Property

Our Nolan Gold Project placer claim holdings are comprised of
197 contiguous unpatented federal placer mining claims located within the Nolan
and Hammond River drainage systems. Silverado also holds 2 unpatented federal
placer mining claims located on Marion Creek and 5 unpatented federal placer
mining claims located on Clara Creek. Both Clara and Marion Creeks are left
limit tributaries to the Middle Fork of the Koyukuk River. The Clara Creek and
Marion Creek claims are located approximately 1.5 and 3 miles north of Coldfoot,
Alaska, respectively, and are situated near the Dalton Highway. Silverado is the
registered owner of all 204 placer claims. Over the years Silverado has
conducted operations on this property entitled: the Nolan Deep Channel, Smith
Creek, Thomsons Pup, Marys Bench, Swede Channel, Marys East, Archibald Creek,
Marys East, Workman's Bench, Upper Nolan Creek, Dolney Bench, West Block, "3B1"
on Nolan Creek, and Eureka Bench, et al. The main block of contiguous Nolan
Placer claims cover approximately 6 square miles of creeks and fluvial terraces
and uplands.

Of these claims, the Thomsons Pup claims consist of 6
unpatented federal placer claims. The Companys 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.

(b)    Nolan Lode

The Nolan Lode claims are comprised of 407 unpatented federal
lode claims. This number consists of the original 67 claims plus 241 claims
added during 2006 and 99 claims added during 2007. Ownership of these federal
lode claims is in the name of Silverado Gold Mines Inc. This area encompasses
approximately 8,140 acres.

3.    History of Operations

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

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

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


31

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YEAR
    STATUS OF OPERATIONS
    NATURE OF OPERATIONS
    LOCATION
    BCY MINED
    Tr.Oz. GOLD RECOVERED
    RECOVERED GRADE
      OZ/BCY (Bank Cubic Yards)1995
    Production
    Surface Operations
    West Block Open Cut
    18,988
    1,305
    0.0691995
    Production
    Surface Operations
    Marys Bench hydraulic
    600
    27
    0.0451996
    Test Mining During Exploration
    Surface Operations
    Dolney Bench Surface
    5,042
    126
    0.0251998
    Test Mining During Exploration
    Surface Operations
    Archibald Creek Surface
    5,947
    128
    0.0221999
    Test Mining During Exploration
    Underground Operations
    Swede Channel Underground
    4,575
    623
    0.1361999
    Test Mining During Exploration
    Surface Operations
    Workmans Bench Open Cut
    5,580
    112
    0.0202000
    Test Mining During Exploration
    Surface Operations
    Workmans Bench Open Cut
    14,919
    201
    0.0132003
    Test Mining During Exploration
    Underground Operations for Nolan Deep
      Channel; Surface Operations for Wooll Bench, Marys
      Bench and other
    Nolan Deep Channel, Wooll, Marys
      Bench, Other
    30,279
    451
    0.0152006
    Test Mining During Exploration
    Underground Operations
    Swede Channel Underground
    6,843
    939
    0.1372007
    Test Mining During Exploration
    Underground Operations
    Swede Channel and Marys East
      Underground
    14,092
    3,726.8
    0.2642008
    Exploration for Lode deposits Only
    Exploration for Lode deposits Only
    
    N/A
    N/A
    N/ATOTALS
    
    
    
    261,384
    23,172.8
    0.089


*Includes 1,320 ounces produced by lessee.

32

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

We did not carry out any gold recovery operations during 2004
and 2005 as we focused on lode exploration on the property, as opposed to test
placer mining activities. We also did not carry out any gold recovery operations
in 2008, as we focused on the lode exploration program.

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

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

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

4.    Present Condition of the Property

We have spent approximately $35,000,000 over the last 20 years
acquiring, exploring and undertaking test mining activities and test exploration
on the Nolan Gold Project. Up to November 30, 2008 we have completed 851 placer
drill holes with a cumulative total of 49,370 feet of drilling. About 219 of
those drill holes were completed along the frozen gold bearing deep channel of
the Nolan Creek known as the Nolan Deep Channel. We have also completed lode
exploration drill holes with a cumulative total of over 16,152 feet of diamond
core drilling..

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

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

Currently we have a fully functioning all season enclosed 23
man camp (Nolan Camp) with three functioning offices with computers and internet
access. The camp has a STW treatment plant for sewage and graywater treatment.
The camp site also has a large mechanics shop for working on heavy equipment
such as backhoes and bulldozers. The camp also has multiple ADEC approved
containments with tanks capable of storing 30,000 gallons of diesel fuel, and a
peripheral explosives storage area. The camp also has an abundance of heavy
equipment for excavating and road maintenance.

33

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Exploration Objectives for the Nolan Gold Project

Our exploration plans are to expand our reserves on Workmans
Bench and further define gold deposits in order to provide a basis for the
assessment of the feasibility of future additional test mining activities at the
Nolan project. We are currently undertaking an extensive geological exploration
program on the Nolan Gold Project. The program includes drilling, as well as the
review of geological, geochemical and geophysical data. We are currently
preparing for the development stage on our Nolan Lode and Antimony Project. The
Company has acquired a permit to collect a 1,000 cu yd bulk sample of
quartz-antimony-gold from the mineralized zone in the Workmans Bench portion of
the Solomon Shear Zone. We have also completed a preliminary feasibility study
effective January 1, 2009. The overall objectives of our exploration program are
as follows:

|1. | To continue to expand reserves on the antimony-gold
      veined southwestern extent of the Solomon Shear Zone as well as northeast
      through Pringle Bench to the Hillside area, a distance of approximately
      6000 feet where, drilling, trenching, geology, geochemistry, ground and
      air borne geophysics all when combined, indicate a continuation of the ore
      zone or more lode deposits on the Nolan Gold project that could be the
      source of our placer gold deposits. We will continue to use our new
      systematic and scientific approach utilizing both GPS and GIS for
      interpretation of our spatial data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | To continue seeking capital investment to allow the
      successful advancement of our Nolan Gold and Antimony Project to the
      development stage and mining. We will use the Bundtzen preliminary
      feasibility study as a road map (guideline) for the project to move
      forward to the development and mining stage and continue to follow the
      recommendations of our QP which includes a 2009 program designed to
      upgrade from probable reserves to proven reserves in the Workmans and
      Pringle Bench areas, and continue exploration along the strike length of
      the Solomon Shear Zone, advancing the drilling program northeast to the
      Hillside Zone. Also, as per our QPs recommendations, we will involve
      continued aggressive permitting, fulfilling the requirements of our
      regulators in an expedient manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | To identify surface or sub-surface placer deposits at our
      Nolan Gold Project that are prospective for test mining operations. In
      general, these deposits are located on benches that are ancient river beds
      and lakeshore deposits located above the present channel of Nolan Creek.
      These deposits include Marys Bench, Jack London Bench, Wooll Bench,
      Workmans Bench, Swede Channel, Upper Nolan Creek (deep channel), Lower
      Nolan Bench and Marys East including areas adjoining to the north, east
      and south. The objectives of our drilling program will include the
      determination of the nature and extent of areas of known bench deposits
      that are prospects for test mining operations and the identification of
      new bench deposits that may be prospects for test mining operations.
      Marys Bench East and areas adjoining north, east and south as well as,
      the Swede Channel and the areas adjoining to the east and south, in that
      order, are our exploration priorities as they have showed the most
      positive results from earlier exploration that we have completed. Wooll
      Bench and Workmans Bench have been less extensively explored with only
      limited drilling. The Lower Nolan Bench has not been drilled. The newly
      discovered Jack London Bench may also be a priority target in the future.
      It is our belief that as a lode deposit goes into production, the placer
      deposits may then be mined in conjunction profitably by sharing various
      costs common to both types of mining.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | To identify any placer deposits at Slisco Bench, which is
      located on our Hammond River property that are prospective for test mining
      operations. The Slisco Bench (deep channel) deposit is approximately 3 to
      4 miles northeast of the Nolan Deep Channel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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

Exploration Strategy and Focus

The current focus of the Company is the advancement toward the
development stage of our Nolan Gold and Antimony Project, especially along the
southwestern end of the Solomon Shear Zone in the Workmans Bench Area. The
Company is in a transitional phase between exploration and development/mining.

The current exploration strategy involves a complete systematic
approach that combines placer gold test mining data, soil geochemical data,
geophysical data, percussion drilling data and diamond drill core data for the
further delineation of potential lode sources for gold and antimony in the areas
known as Pringle and Workmans Bench. Our strategy also involves performing
studies in preparation for the development & mining stage for the
antimony-gold deposit underlying the Workmans Bench. These studies include but
are not limited to geotechnical studies of the bedrock for underground
engineering and design purposes, additional hydrologic studies

34

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proximal to our planned underground workings, as well as
collecting additional bulk samples of stibnite-gold vein material for larger
scale milling and processing tests, and various environmental baseline studies.

The Company plans to drill more diamond core drill holes for
additional estimates of reserves. We will continue to take advantage of the
historic roads and trails on our property to use mobile heavy equipment for
digging trenches into the bedrock for more accurate geologic interpretation and
moving other mobile equipment like our newly acquired diamond core drill.

Prior to 2007, Silverados exploration efforts focused more on
placer gold test mining activities , with only minor emphasis on drilling the
bedrock to test for lode gold potential. Between 1993 and 2006, the Company
drilled 14 percussion-reverse circulation (RC) drill holes totaling 3,695 ft.
into bedrock and collected 727 assays for gold and antimony mineralization. The
RC drilling indicated gold and antimony mineralized quartz veins . Although the
data from the RC drilling indicated desired mineralization, it did not allow for
the determination of the true width of the veins or other pertinent insitu
information as the RC holes were used primarily to gather placer gold data. The
recent focus of exploring for a lode gold and antimony deposit involves the use
of a diamond core drill which allows the geologist to make determinations of the
true width of mineralized veins and the relationship of the veins to other
primary geologic structures. The diamond drill core allows for more accurate
analysis of grade and interpretation of style of mineralization and timing of
mineralization relative to other structures in the rock.

5.    Geology

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

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

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

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 ten to hundreds 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
      levels due to damming by glacial ice.

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

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

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

35

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We will continue our exploration program in 2009 with the
objective of identifying mineralization of commercial significance along this
zone.

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.

6.    2008 Nolan Gold and Antimony Project
Mineral Reserves and Resource Estimates.

The following results are based on a Preliminary Feasibility
study performed by Thomas K. Bundtzen (Bundtzen/the QP) of Pacific Rim
Geological Consulting Inc. Bundtzen is an independent third party mining
consultant who is an AIPG Qualified Person. The Company requested the study in
September 2008. The study concluded that the lode gold and antimony deposit
underlying Workmans Bench and the southwestern portion of the Solomon Shear
Zone, contains a probable reserve.

For a complete summary of the data used and the methods of
determination of the lode resource estimates, readers are encouraged to view the
recent 43-101 report by Bundtzen, effective January 1, 2009, which is posted on
the Companys website and on EDGAR and SEDAR.

General Note Regarding Estimates

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

- Assumed Pricesof US $700/oz for gold and US $2.25/lb for antimony.
- Process Recovery Ratesof 85% for antimony and 90% for gold (as
  provided by Hazen Research from work done on an underground bulk sample from
  the D tunnel of the Workmans Bench A vein and using gravity and water
  recovery systems only).
- Estimated Operating Costsof US $375/ton, based on operation of a
  92 ton per day underground mine.

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

The reserve estimates for each of the three zones (A, B, and
West) were determined by drill hole intercepts of each zone as well as channel
samples of the zone from the underground workings. The QP used a polygonal
estimation of grade by compositing sample assay information taken within
designated widths and lengths of mineralized zones, giving consideration only
for intercepts with an antimony value greater than 4% antimony (7% stibnite). A
total of 124 intercepts of antimony-quartz-gold were assayed from the 41 diamond
core drill holes for the three zones.

Considering the specific gravity of pure stibnite is 4.52 and
quartz and schist gangue are 2.70 and 2.66 respectively, The QP used a tonnage
factor of 8.2 cubic ft per ton (massive stibnite would be 7.1 cubic ft per ton).

Polygonal Calculations of tons, Grades and Amounts of Antimony
  and Gold

Readers are cautioned that the following estimates are under
the category of a probable reserve and they are not a proven reserve, which
requires a higher degree of feasibility study. These values are based off of a
preliminary feasibility study, which is not the same as a legal feasibility
study.

The following tables summarize the polygon calculations used by
the QP to determine the probable mineral reserves for the Workman's Bench gold
and antimony deposit, effective January 1, 2009. The data below is based off of
2007 and 2008 diamond core drilling data. As well as channel samples and
specific vein samples collected from our underground workings that were
collected by the QP in 2008. Detailed maps, outlining the polygons used in the
probable reserve estimates, are shown in the QPs NI 43-101 technical report
(feasibility study), effective January 1, 2009.

36

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Polygonal Probable Reserve Calculations of Workmans Bench
A Zone, Nolan Creek, Alaska

Polygon
      Tons
      Antimony (%)
      Antimony (tons)
      Gold (oz/ton)
      Gold (ounces)1
    365
    4.70
    17.2
    0.056
    20.42
    337
    4.20
    14.1
    0.120
    40.43
    445
    22.80
    101.5
    1.090
    485.14
    484
    22.85
    110.5
    1.070
    517.85
    602
    29.60
    178.2
    1.120
    674.26
    508
    23.09
    116.8
    0.056
    28.47
    390
    50.89
    198.4
    1.109
    432.28
    379
    31.40
    119.0
    1.115
    422.69
    305
    28.03
    85.4
    0.987
    301.010
    195
    13.47
    26.2
    0.146
    28.511
    950
    22.36
    212.4
    0.193
    183.412
    175
    27.94
    48.9
    1.097
    191.913
    125
    10.66
    13.3
    0.970
    121.314
    105
    16.17
    33.9
    0.102
    10.715
    535
    19.73
    105.5
    0.300
    160.616
    335
    31.68
    106.1
    0.307
    102.817
    452
    34.24
    154.7
    0.334
    150.918
    152
    24.68
    37.5
    0.486
    73.819
    109
    21.43
    23.3
    0.240
    26.120
    485
    24.40
    118.3
    0.323
    156.621
    855
    24.73
    211.4
    0.196
    167.522
    245
    19.90
    48.7
    0.256
    62.723
    140
    17.48
    24.4
    0.250
    35.024
    65
    16.50
    10.7
    0.160
    10.425
    85
    18.86
    16.0
    0.166
    14.126
    101
    18.19
    18.4
    0.150
    15.127
    100
    15.77
    15.8
    0.143
    14.328
    146
    14.18
    20.7
    0.170
    24.829
    389
    36.55
    141.9
    0.322
    125.230
    716
    35.86
    256.7
    0.340
    243.431
    384
    23.49
    90.2
    0.141
    54.132
    345
    23.10
    79.7
    0.181
    62.433
    107
    24.18
    25.8
    0.217
    23.234
    330
    32.04
    106.0
    0.267
    88.035
    780
    39.10
    304.9
    0.681
    531.236
    840
    36.57
    307.1
    0.492
    413.237
    2,050
    48.74
    999.0
    0.416
    853.038
    2,490
    48.68
    1,212.0
    0.453
    1,128.039
    2,300
    54.59
    1,255.0
    0.725
    1,667.040
    459.0
    21.00
    96.3
    0.459
    210.641
    1,180
    39.43
    465.0
    0.201
    237.042
    550
    30.66
    165.0
    0.130
    72.043
    185
    20.50
    37.9
    0.106
    19.644
    820
    28.02
    229.6
    0.114
    93.445
    353
    18.14
    64.0
    0.107
    37.846
    697
    7.93
    55.2
    0.123
    85.747
    998
    17.53
    174.9
    0.101
    100.748
    157
    20.93
    32.8
    0.106
    16.649
    140
    14.49
    20.3
    0.056
    7.850
    450
    10.80
    48.6
    0.098
    44.151
    135
    28.76
    38.8
    0.140
    18.952
    100
    29.58
    29.6
    0.130
    13.053
    85
    29.60
    25.1
    0.120
    10.254
    454
    23.74
    107.8
    0.171
    77.655
    423
    24.02
    101.6
    0.516
    218.256
    228
    23.02
    52.5
    0.463
    105.657
    235
    20.02
    47.0
    0.413
    33.658
    338
    26.46
    89.4
    0.463
    156.459
    564
    21.44
    120.9
    0.526
    296.6TOTAL/AVERA
      28,452
      31.52
      8,967.9
      0.405
      11,516.7


37

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Polygonal Probable Reserves Calculations for B Zone,
Workmans Bench, Nolan Creek Area, Alaska

Polygon
      Tons
      Antimony (%)
      Antimony (tons)
      Gold (oz/ton)
      Gold (ounces)1
    185
    34.32
    64.0
    0.298
    55.02
    237
    40.13
    95.0
    0.618
    146.03
    175
    39.36
    69.0
    0.507
    89.04
    475
    47.50
    226.0
    1.105
    524.05
    590
    41.42
    244.0
    0.652
    384.06
    574
    45.32
    260.0
    1.060
    608.07
    195
    31.32
    61.0
    0.425
    83.08
    289
    17.59
    50.8
    0.154
    44.59
    830
    37.15
    308.0
    0.802
    666.010
    675
    34.97
    236.0
    0.724
    489.011
    116
    21.73
    25.2
    0.123
    14.312
    79
    19.76
    15.6
    0.130
    10.313
    160
    10.10
    16.2
    0.313
    50.114
    186
    21.60
    40.2
    0.451
    83.915
    487
    15.25
    74.2
    0.430
    209.416
    875
    25.54
    223.4
    0.317
    277.317
    95
    16.51
    15.7
    0.241
    22.918
    331
    16.06
    53.1
    0.244
    80.819
    209
    4.59
    9.6
    0.067
    14.020
    107
    5.16
    5.5
    0.070
    7.521
    145
    13.82
    20.0
    0.063
    9.122
    155
    13.58
    21.1
    0.050
    7.823
    365
    7.98
    29.1
    0.160
    58.424
    385
    5.65
    21.7
    0.083
    31.925
    567
    8.30
    47.0
    0.310
    175.826
    269
    4.77
    12.8
    0.256
    68.8TOTAL/AVERAGE
      8,756
      25.63
      2,244.2
      0.480
      4,210.8


Polygonal probable reserve Calculation for West Zone,
Workmans Bench, Nolan Creek area, Alaska

Polygon
      Tons
      Antimony (%)
      Antimony (tons)
      Gold (oz/ton)
      Gold (ounces)1
    565
    2.86
    16.1
    0.908
    513.02
    446
    2.39
    10.6
    0.108
    48.23
    450
    3.12
    14.0
    0.921
    414.54
    359
    2.64
    9.5
    0.121
    43.45
    131
    3.36
    4.4
    0.140
    18.36
    73
    9.30
    6.8
    0.143
    10.27
    210
    9.81
    20.6
    0.124
    26.08
    297
    18.09
    53.7
    0.105
    31.29
    110
    19.06
    20.9
    0.261
    28.710
    95
    12.10
    11.5
    0.225
    21.311
    109
    14.53
    15.8
    0.215
    23.412
    166
    13.13
    21.8
    0.229
    38.013
    286
    18.35
    52.4
    0.293
    83.814
    397
    11.75
    46.6
    0.098
    38.915
    175
    21.56
    37.7
    0.146
    25.616
    537
    19.82
    106.4
    0.140
    75.217
    160
    23.59
    37.7
    0.143
    22.818
    192
    35.32
    67.8
    0.230
    44.219
    75
    31.78
    23.8
    0.196
    14.720
    115
    21.74
    25.0
    0.113
    13.021
    256
    25.28
    64.7
    0.147
    37.6TOTAL/AVERAGE
      5,204
      12.80
      667.8
      0.302
      1,572


38

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Total Probable Lode Mineral Reserves, for Workmans Bench,
Nolan Creek Area A. B and West Zones

Readers are cautioned that the following estimates are under
the category of a probable reserve and they are not a proven reserve, which
requires a higher degree of feasibility study. These values are based off of a
preliminary feasibility study, which is not the same as a legal feasibility
study.

Reserve Category
    Cut-off g r a d e (% Sb)
    Quantity (ton)
    Grade (% Sb)
    Metal (ton Sb)
    Grade (oz/ton Au)
    Metal (oz Au)Probable
    4.0
    42,412
    28.00
    11,880
    0.408
    17,300


Notes:  Rounding may result in some discrepancies. 
No processing recovery factors have been applied to these reserve figures. 
The unit ton refers to short tons.  Cut-off grade is 4.0% Sb equivalent,
which refers to the combined values of gold plus antimony expressed in terms of
antimony alone  Effective date of the estimate is January 1,2009.

Total Inferred Lode Mineral Resources, Nolan Creek Area
effective January 1, 2009

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 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.

The following table summarizes the mineral resources for the
gold and antimony deposit, effective January 1, 2009.

Resource Category
    Cut-off grade (% Sb)
    Quantity (ton)
    Grade (% Sb)
    Metal (ton Sb)
    Grade (oz/ton Au)
    Metal (oz Au)Inferred
    4.0
    27,697
    12.26
    3,397
    0.230
    6,372


Notes: 
   Mineral Resources which are not mineral reserves do not have demonstrated
  economic viability. The estimate of mineral resources may 
      be materially affected by environmental, permitting, legal,
  title, taxation, socio-political, marketing, or other relevant issues. 
   Rounding may result in some discrepancies. 
   No processing recovery factors have been applied to these resource figures.
  
   The unit ton refers to short tons. 
   Cut-off grade is 4.0% Sb equivalent, which refers to the
  combined values of gold plus antimony expressed in terms of antimony alone.

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

HAMMOND PROPERTY (SLISCO BENCH)

1.    Location and Access

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

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

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

2.    Ownership Interest

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

39

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As of November 30, 2008, we were in arrears of required mineral
property claims and option payments of $390,000 and therefore our rights to the
property were adversely affected. We are currently re-negotiating the terms and
conditions of the Alminco agreement with Alminco. Alminco has confirmed that our
mineral claims and options are in good standing on the understanding we will use
our best efforts to pay the minimum royalty payments, including the payments
that are in arrears for the past four years, when business conditions permit,
however there is no assurance that we will be able to successfully renegotiate
the terms and conditions of the Alminco agreement.

3.    History of Operations

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

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

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

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

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

5.    Geology

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

40

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

ESTER DOME PROJECT

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

1.    Location and Access

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



41

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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 Gold Mines Inc. is the
registered owner of all claims.

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

There are three 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. 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. 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 4 million ounces of placer gold have been mined from
creeks draining Ester Dome.

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

(a) Grant Mine

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

Over the subsequent 8 years up to 1986, we completed an
extensive surface exploration and underground development program as well as
test milling the underground development muck from work on the ODea structure,
in a small (approximately 50 tons per day) gravity mill, during 1980  1982. In
1984, we entered into a joint venture agreement with Aurex Inc., a subsidiary of
Marubeni

42

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America Corporation to further explore and develop the Grant
Mine plus a larger area of interest around the mine. Aurex withdrew from the
joint venture at the end of 1985 and the mill was shut down in Jan. 1986. A
total of approximately 22,000 tons of gold bearing rock were mined from the
ODea structure during the period 1980 to January 1986, yielding 4,090 ounces of
gold.

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

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

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

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


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

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

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

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

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

(b) St. Paul / Barelka

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

(c) Dobbs

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

43

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4.    Present Condition of the Property and
Current State of Exploration (a) Grant Mine-ODea Vein:

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

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

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

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

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

(b) Dobbs:

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

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

5.    Geology

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

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

44

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6.    Estimates of Indicated and Inferred
Resources

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

General Note Regarding Estimates

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

- Assumed Price of US $700/oz for gold.
- Process Recovery Ratesof 94%
- Estimated Operating Costs of $130 per ton for an underground mine plus
  mill and $80 per ton for a surface mine and heap leach

Rounding may result in discrepancies. No process recovery
factors have been applied to any of the following resource estimates. The unit
ton refers to short tons.

The following resource estimates were extracted from a July 11,
2008 NI 43-101 report prepared by Bundtzen. Thomas K Bundtzen is an AIPG
Certified geologist who represents the Company as a third party independent
Qualified Person.

There are no mineral reserves estimated for Silverados Ester
Dome properties. Mineral resources that are not mineral reserves do not have
demonstrated economic viability.

A.    GRANT MINE - ODEA STRUCTURE

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

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

The following table also 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.

O'Dea-Grant Mineral Resources, effective July 11, 2008

Deposit
    Resource Category
    Cut-off Grade (oz/ton)
      Au
    Quantity (ton)
    Grade (oz/ton Au)
    Metal (oz of Au)O'Dea-Grant
    Indicated
    0.08
    342,000
    0.303
    103,630O'Dea-Grant
    Inferred
    0.04
    1,380,620
    0.089
    123,670


B.    DOBBS  (ETHEL  ELMES)

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

45

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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.

Dobbs (Ethel-Elmes) Inferred Mineral Resources, effective
July 11, 2008

Deposit
    Resource Category
    Cut-off Grade (oz/ton)
      Au
    Quantity (ton)
    Grade (oz/ton Au)
    Metal (oz of Au)Ethel Elmes
    Inferred
    0.04
    1,172,820
    0.077
    90,470


C.    ST. PAUL

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

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

The following table also 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.

St. Paul-Barelka Indicated Mineral Resources, effective July
11, 2008

Deposit
    Resource Category
    Cut-off Grade (oz/ton)
      Au
    Quantity (ton)
    Grade (oz/ton Au)
    Metal (oz of Au)St. Paul-Barelka
    Indicated
    0.08
    271,600
    0.085
    23,070


Ester Dome Mineral Resource Totals, Effective July 11, 2008

Category
    Cut-off grade (oz/ton Au)
    Quantity (ton)
    Grade (oz/ton Au)
    Metal (oz Au)Total Indicated
    0.08
    613,600
    0.21
    126,700Total Inferred
    0.04
    2,553,400
    0.08
    214,100


Note: Rounding may result in discrepancies. No processing
recovery factors have been applied to any of these resource estimates. The unit
ton refers to short tons. The mineral resource estimates reported in this
section were prepared by Bundtzen. There are no mineral reserves estimated for
Silverados Ester Dome properties. Mineral resources that are not mineral
reserves do not have demonstrated economic viability.

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:

46

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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. There has been no legal survey on the claims. Ownership of
the claims is in the name of Silverado Gold Mines Inc. There is an "option to
purchase" agreement with Arley Taylor (i.e., now with his descendants), to
purchase a 100% interest in the property for $400,000, of which $48,000 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 Arley 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). We have continued to make option payments on the Eagle Creek
property based on the agreement, and as a result all of our mineral claims and
options are in good standing.

47

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3.    History of Operations

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

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

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

We did not complete any exploration activity on the Eagle Creek
property during 2008 other than assessment work and maintenance; however, an
exploration work plan that includes trenching and drilling was developed and
successfully permitted through the APMA process during 2007. 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.

FEDERAL CLAIM MAINTENANCE FEES AND STATE CLAIM RENTALS

We pay an annual federal claim maintenance fee to the Bureau of
Land Management (BLM) of $125 for each federal mineral claim that is owned by
us or held under a purchase or lease agreement. We paid aggregate annual federal
claim maintenance fees of $83,750 during 2007; in addition, the Company paid
$18,805 to BLM for staking new claims. In 2008, we paid an annual federal claim
maintenance fee of $84,000 to BLM. We anticipate an amount similar to that paid
for 2008 will be due in fiscal 2009.

Annual Alaska state claim rentals are due for each state mining
claim that is owned or held by us under a purchase or lease agreement. An annual
fee of $130 per claim is payable by us to the Alaska Department of Revenue for
each claim. We paid aggregate Alaska state claim rental fees of $16,770 in
fiscal 2007 and $16,770. We anticipate that a similar amount will be paid in
fiscal 2009.

48

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GLOSSARY OF TERMS

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

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

49

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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Mineral Deposit     | A mineral deposit is a mineralized body, which has been
      intersected by a sufficient number of drill holes or by underground
      workings to give an estimate of grade(s) of metal(s) to warrant further
      exploration or development. A mineral deposit does not qualify as a
      commercially viable mineral deposit with reserves under standards set by
      the Securities and Exchange Commission until a final, comprehensive,
      economic, technical and legal feasibility study has been completed.                                                                                                
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Mineral reserve     | Securities and Exchange Commission Industry Guide 7
      Description of Property by Issuers Engaged or to be Engaged in Significant
      Mining Operations of the Securities and Exchange Commission defines a
      reserve as that part of a mineral deposit which could be economically and
      legally extracted or produced at the time of the reserve determination.
      Reserves consist of:                                                                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                    | (1) Proven (Measured) Reserves. Reserves for which: (a)
      quantity is computed from dimensions revealed in outcrops, trenches,
      workings or drill holes; grade and/or quality are computed from the
      results of detailed sampling; and (b) the sites for inspection, sampling
      and measurement are spaced so closely and the geologic character is so
      well defined that size, shape, depth and mineral content of reserves are
      well- established.                                                                                                                                             
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                    | (2) Probable (Indicated) Reserves. Reserves for which
      quantity and grade and/or quality are computed from information similar to
      that used for proven (measured) reserves, but the sites for inspection,                                                                                                                                                                                                                                                                                                                                                                                                         
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                    | sampling and measurement are farther apart or are
      otherwise less adequately spaced. The degree of assurance, although lower
      than that for proven (measured) reserves, is high enough to assume
      continuity between points of observation.                                                                                                                                                                                                                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Mineral resource    | National Instrument 43-101 Standards of Disclosure for
      Mineral Projects of the Canadian Securities Administrators defines a
      Mineral Resource as a concentration or occurrence of natural, solid,
      inorganic or fossilized organic material in or on the Earths crust in
      such form and quantity and of such a grade or quality that it has
      reasonable prospects for economic extraction. The location, quantity,
      grade, geological characteristics and continuity of a mineral resource are
      known, estimated or interpreted from specific geological evidence and
      knowledge.

50

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|                                             | Mineral Resources are sub-divided, in order of increasing
      geological confidence, into Inferred, Indicated and Measured categories.
      An Inferred Mineral Resource has a lower level of confidence than that
      applied to an Indicated Mineral Resource. An Indicated Mineral Resource
      has a higher level of confidence than an Inferred Mineral Resource but has
      a lower level of confidence than a Measured Mineral Resource.                                                                                                                                                                                                                                                                                                         
|-------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                             | (1) Inferred Mineral Resource. An Inferred Mineral
      Resource is that part of a Mineral Resource for which quantity and grade
      or quality can be estimated on the basis of geological evidence and
      limited sampling and reasonably assumed, but not verified, geological and
      grade continuity. The estimate is based on limited information and
      sampling gathered through appropriate techniques from locations such as
      outcrops, trenches, pits, workings and drill holes.                                                                                                                                                                                                                                                   
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                             | (2) Indicated Mineral Resource.An Indicated
      Mineral Resource is that part of a Mineral Resource for which quantity,
      grade or quality, densities, shape and physical characteristics can be
      estimated with a level of confidence sufficient to allow the appropriate
      application of technical and economic parameters, to support mine planning
      and evaluation of the economic viability of the deposit. The estimate is
      based on detailed and reliable exploration and testing information
      gathered through appropriate techniques from locations such as outcrops,
      trenches, pits, workings and drill holes that are spaced closely enough
      for geological and grade continuity to be reasonably assumed.
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                             | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Ore                                          | A natural aggregate of one or more minerals which, at a
      specified time and place, may be mined and processed and the product(s) at
      a profit or from which some part may be profitably separated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Production Stage                             | Includes all mining companies engaged in the exploitation
      of a mineral deposit with proven reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Pyrite                                       | A mineral containing iron and sulphur.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Quartzite                                    | A metamorphic rock composed mostly of quartz (silicon
      dioxide)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Quartz-Mica **Schist**
      Resistivity Low | A laminated metamorphic rock with roughly equal quartz
      and mica. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

51

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|Stibnite             | A mineral composed of antimony
      and sulphur.                        
|-------------------- | -------------------------------------------------------------------------
|                     |                                                                          
|Stocks               | Small intrusive bodies of rock.                                          
|                     |                                                                          
|Thrust Fault Contact | One rock type pushed over top of
      another at a relatively low angle.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceeding, nor
is the Companys property the subject of any pending legal proceeding. The
Company also is not aware of any proceeding that a governmental authority is
contemplating.

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

None.

PART II

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

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

**OTCBB:**QUARTER ENDED
    HIGH BID
    LOW BIDNovember 30, 2006
    $0.08
    $0.05February 28, 2007
    $0.14
    $0.06May 31, 2007
    $0.16
    $0.09August
      31, 2007
    $0.11
    $0.06November 30, 2007
    $0.09
    $0.07February 29, 2008
    $0.08
    $0.06May 31, 2008
    $0.04
    $0.04August
      31, 2008
    $0.03
    $0.03November 30, 2008
    $0.01
    $0.01**BERLIN:**QUARTER ENDED
    HIGH BID
    LOW
      BIDNovember 30, 2006
    $0.06
    $0.04February 28, 2007
    $0.14
    $0.06May
      31, 2007
    $0.016
    $0.09August 31, 2007
    $0.11
    $0.06November 30, 2007
    $0.09
    $0.07February 29, 2008
    $0.04
    $0.04May
      31, 2008
    $0.03
    $0.03


52

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August 31, 2008
    $0.02
    $0.02November 30, 2008
    $0.01
    $0.01**FRANKFURT**QUARTER ENDED
    HIGH BID
    LOW BIDNovember 30, 2006
    $0.06
    $0.04February 28, 2007
    $0.11
    $0.05May 31, 2007
    $0.12
    $0.07August
      31, 2007
    $0.08
    $0.04November 30, 2007
    $0.07
    $0.05


February 29, 2008
      $0.05
      $0.05May 31, 2008
      $0.03
      $0.03August
        31, 2008
      $0.02
      $0.01November 30, 2008
      $0.01
      $0.01


The source of the high and low bid information is:
http://ca.finance.yahoo.com. The market quotations provided reflect inter-dealer
prices, without retail mark-up, markdown or commission and may not represent
actual transactions.

Holders

As at March 6, 2009 we had 1,098,612,771 common shares issued
and outstanding that were held by approximately 2,817 registered holders.

Dividends

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

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

Securities Authorized For Issuance Under Equity
Compensation Plans

Set forth in the table below is information regarding
outstanding equity awards made under equity compensation plans through November
30, 2008, the end of our most recently completed fiscal year.

Equity Compensation Plan Information

|                                | Number of        | Weighted         | Number of    
|------------------------------- | ---------------- | ---------------- | -------------
|                                | securities to be | average exercise | securities   
|                                | issued upon      | price of         | available for
|                                | exercise of      | outstanding      | future plan  
|                                | outstanding      | options,         | issuance     
|                                | options,         | warrants, and    |              
|                                | warrants, and    | rights           |              
|Plan Category                   | rights           |                  |              
|                                |                  |                  |              
|Equity compensation
      plans | N/A              | N/A              | N/A          

53

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|approved by security holders            |            |       |          
|--------------------------------------- | ---------- | ----- | ---------
|Equity compensation plans not           |            |       |          
|approved by security holders            |            |       |          
|                                        |            |       |          
|2007-1 Equity Compensation Plan         | N/A        | N/A   | 2,300,000
|2007 Stock Option Plan                  | 19,900,000 | $0.07 | N/A      
|Equity Compensation Plans Prior to 2007 | 50,500,000 | $0.05 | N/A      

There was no stock option plan adopted for fiscal year 2008.

On August 31, 2007, our Board of Directors adopted the 2007-1
Equity Compensation Plan (the "Incentive Stock Option Plan"). The Incentive
Stock Option Plan was established to encourage certain of our officers,
employees, directors and consultants to acquire and hold stock in the Company as
an added incentive to remain with the Company and to increase their efforts in
promoting the interests of the Company, as well as to attract and retain capable
individuals. A maximum of twenty-five million (25,000,000) shares of our common
stock can be issued under the Incentive Stock Option Plan. The aggregate fair
market value of the our common shares issued to an employee in exchange for
stock options under the Incentive Stock Option Plan cannot exceed $100,000
during any calendar year. The Incentive Stock Option Plan may be terminated at
the discretion of the Board of Directors of the Company. On January 11, 2007,
our Board of Directors adopted the 2007 Stock Option Plan (the "2007 Plan"). The
2007 Plan authorizes the issuance of options to purchase our common stock to
directors, officers, employees, and eligible consultants. We reserved 25,000,000
shares of our Common Stock for awards to be made under the 2007 Plan. On
February 20, 2007, we filed a registration statement on Form S-8 to register all
25,000,000 of such shares. The 2007 Plan is to be administered by a committee of
two or more members of the Board of Directors. The 2007 Plan allows for the
issuance of incentive stock options (which can only be granted to employees) and
non-qualified stock options. The committee shall determine the type of option
granted, the exercise price, the option term (which may be no more than ten
years), and terms and conditions of exercisability.

Recent Sales of Unregistered Securities

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

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

PLAN OF OPERATION

Certain forward-looking statements are discussed in this plan
of operation with respect to the Companys activities and future financial
results, which are made based upon managements current expectations and
beliefs. These are subject to risks and uncertainties that may cause projected
results or events to differ materially from actual results or events. There can
be no assurance that future developments affecting the Company will be those
anticipated by management. All currency references are in US dollar, the
Companys reporting currency, unless otherwise noted.

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

The Nolan Gold Project

The plan of operation for the Nolan Gold Project for the 2009
fiscal year is the advancement toward the development and mining stage of our
Nolan Gold and Antimony Project, especially along the southwestern end of the
Solomon Shear Zone in the Workmans Bench Area. The Company is in a transitional
phase between exploration and development. The recent preliminary feasibility
study effective January 1, 2009, supported a mineral reserve of antimony and
gold underlying the southwestern portion of the Solomon Shear Zone, an area
referred to by the Company as Workmans Bench. The study by Bundtzen (2008 QP)
concluded that the Nolan Gold and Antimony Project in the Workmans Bench area
is economically viable.

Our plan of operations involves collecting a 1,000 cu yd bulk
sample of the stibnite-gold vein material from the mineralized zones referred to
as the A Zone and possibly B and West Zones. The bulk sample will be for
larger scale milling and processing tests, and a more accurate mineralogical
determination of the gold, especially what the Company has termed nugget
effect of the gold found in the massive stibnite veins. The Company believes
that the grade of gold will increase upon the extraction of the larger scale
bulk sample due to the nugget effect which is not represented during the
drilling effort. The successful extraction of a 1,000 cu yd sample will give a
better indication of the special and physical relationships between the gold and
the antimony. The bulk sample is also

54

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necessary for additional verification of the purity of the
antimony content in the stibnite and whether or not at depth there is a
potential for zonation of increased deleterious metals that could contaminate
the antimony ore.

Also, the plan of operations for 2009 involves performing a
variety of characterization studies in preparation for the development stage and
for permitting requirements necessary for the future production of the
antimony-gold deposit underlying the Workmans Bench. These studies include but
are not limited to additional hydrologic studies proximal to our planned
underground workings, as well as environmental baseline studies of the flora and
fauna and the baseline chemical and physical parameters of the creek water, and
acid-base accounting (ABA) studies of the ore-hosting rock determining an
appropriate, effective and safe disposal of acid mine waste rock.

Much of the work planned for 2009 is seasonal dependent. During
the summer months we plan to use our diamond core drill for infill drilling for
additional reserve estimates and structural interpretation. We plan to drill a
minimum of 35 shallow (200 to 500 ft) NQ diamond core drill holes. During the
summer months we plan to do a variety of surveying work which includes
topographic surveys and establishment of more local survey control monuments for
engineering purposes. Also, many of the formerly mentioned characterization
studies will be continued through the summer months. Also, during the summer, we
plan the procurement of necessary facility and system upgrades, as well as the
acquisition of necessary equipment and the construction of a pilot mill
facility. Currently we have a fully functioning all season enclosed 23 man camp
with three functioning offices with computers and internet access. The camp has
a STW treatment plant for sewage and graywater treatment. The camp site also has
a large mechanics shop for working on heavy equipment such as backhoes and
bulldozers. The camp also has multiple ADEC approved containments with tanks
capable of storing 30,000 gallons of diesel fuel, and a peripheral explosives
storage area. The camp also has an abundance of heavy equipment for excavating
and road maintenance.

During the late fall of 2009, we plan to open our portal and
begin the excavation of a decline to begin the extraction of the bulk sample. We
plan to extract the majority of vein material from the A Zone since more than
70% of the current reserve is in this zone. We plan to use a cut-and-fill
stoping method. Once a stope is driven, the vein structure will be shot off the
rib at an estimated width of 2 feet and mucked out for storage and processing at
the surface. Waste rock will be temporarily stored on lined pads along the left
limit Bench of Nolan Creek Valley, an area used previously by the Company for
seasonal storage of bulk samples.

Currently, at the time of this writing, the Companys engineers
and geologists have designed the subsurface routes for an access decline and
egress routes for the extraction of the bulk sample material, as well as located
sites for temporary tailings storage and additional layout sites and mill
design. The geologists have finished their geotechnical studies for engineering
purposes. However, depending on various characterization studies and additional
infill drilling results during 2009, the subsurface plan may be amended.

Readers and investors need to take caution, in that much of the
work planned in 2009 is contingent upon available funding and the success and
speed of the permitting process.

Our proposed drilling program for 2009 will be aimed at lode
gold and antimony exploration. Lode drilling will focus on Pringle Bench,
Workmans Bench and the Hillside along the Solomons Shear trend, and is
designed to provide a better three dimensional understanding of the mineralized
sections of the structure and how it is related to the placer gold deposits of
the Nolan Creek area. Since the Project is advancing into the development stage,
exploration drilling will not be conducted in the Fortress area which is part of
a gold bearing east-west trending deformation zone. The Company plans to drill a
minimum of 35 shallow (200-500 ft) diamond core drill holes. Placer drilling
will be dependent on funding for the extraction of the Workmans Bench 1,000 cu
yd bulk sample.

Workmans Bench- The Company plans to infill drill a
minimum of 20 holes along the portion of Solomon Shear Zone that was drilled in
2008, to further define and increase reserves.

Pringle South- The Company plans to infill drill a
minimum of 10 holes along the Solomon Shear Zone on the north side of Smith
Creek in the area between the Pringle and Workmans Benches for a check of the
continuity of the northeast striking zone.

Hillside Area- The bedrock underlying the Hillside Area
was drilled in previous years with an RC drill, but the drilling locations were
based on only limited bedrock trenching data. Since then, geophysical surveys
and geochemical soil sampling surveys have indicated that the drill collars were
too far west. The Company plans to select a minimum of 5 sites approximately 300
to 800 feet further to the east and drill back toward the west to intercept the
zone. The Company plans to take advantage of the historic trails and use a
backhoe to dig additional test trenches in the area further to the east.

The Total Cost for the Drilling Exploration Program is expected
to be US $1,000,000.

55

---

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

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

We plan to spend up to$10,000,000 in the next twelve months in
carrying out our exploration, permitting and development activities for the
Nolan Gold Project. Of this amount, $1,000,000 is projected for lode drilling
and trenching on the Solomon Shear Zone. The actual amount that we spend on
exploration will depend on the actual amount of funds that we have available for
exploration. We are presently seeking to obtain sufficient financing to enable
us to proceed with these plans.

Effective January 1, 2009, we have economically viable reserves
on our properties that comprise the Nolan Gold Project.. We plan to carry out
activities on the Nolan Gold Project. The objective of the activities on the
Nolan Gold Project is to complete permitting, drill, and continue underground
development and bulk sampling and processing.

Ester Dome Property

During 2009, we plan to complete the closure of the Grant Mill
Tailings Pond. This pond is filled to capacity, and will be capped and
decommissioned after a final approval of the tailings pond closure plan is
received from State of Alaska regulatory agencies. A meaningful exploration
program may be completed during the summer months to explore for and identify
small high-grade gold anomalies as well as larger low-grade gold anomalies.

Completing the 2009 exploration work plan will be contingent on
available funding.

Hammond Property

The encouraging drill results to date, the potential of
extending the Slisco Channel to the southeast plus the possibility of
discovering gold bearing tributary channels, make this a prospect for additional
discoveries. This project will require additional funding. Even if funding is
acquired, there is no assurance that a commercial gold bearing placer deposit
will be developed. Even if a gold bearing deposit is developed, additional
funding will be required to mine the deposit, and until a feasibility study is
completed, there is no assurance that the deposit will be profitable to
mine.

Eagle Creek Property

During 2009, annual assessment work will be completed on the
Eagle Creek property to keep the mining claims in good standing. Assessment work
will be focused on the northwest part of the claim block, where drilling and
trenching has defined an intrusive host rock, thought to be a sill, containing
low grade gold, silver and antimony mineralization. If funding permits, the
Company will design a drilling program to further investigate the gold and
by-product mineral distribution of the intrusive. Additional work which includes
trenching and drilling will also be completed on the Number One. The Number One
Vein was the lode quartz structure which has been mined commercially for
antimony.

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

Low-Rank Coal-Water Fuel Project

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

Silverado is currently having a $150,000 study conducted on the
chemical and physical characteristics of Mississippi Red Hills Lignite Coal at
the Mineral Industry Research Laboratory at the University of Alaska (Fairbanks)
and expects results by late 2009.

56

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Results of the tests as well as capital availability and an
increase in oil prices would all have to be present and sufficient for Silverado
Green Fuel Inc. to reconsider construction of its LRCWF project. In the
meantime, Dr. Warrack Willson, at age 65, has retired from Silverado Green Fuel
and the Company retains its rights under its agreement with Dr. Willson to the
LRCWF technology and exclusive rights to technology developed by Dr. Willson
during his employment with Silverado.

During the year ended November 30, 2008, we have spent
approximately $300,000 to fund the research into lignite coal conversion in
conjunction with the University of Fairbanks, Alaska, referred to above, and the
preparation of a Phase I feasibility study and cost estimate for the Mississippi
Commercial Low Rank Coal Water Fuel plant.

Cash Requirements and Additional Financings

At November 30, 2008, the Company had a deficit working capital
of $1,293,886 as compared to working capital of $1,741,698 as at November 30,
2007. During the first quarter of 2009 we raised $147,000 in additional share
capital and received $135,000 subscription through private placements.. Our plan
of mining operations in Alaska anticipates that we will expend $10,000,000
during fiscal year 2009. In addition, we expect to spend $100,000 on research
and development for the Green Fuel project and approximately $2,000,000 on
general and administrative costs in the Companys Vancouver head office.

Our management is confident that they will be able to raise
additional capital during the second, third and fourth quarters of Fiscal 2009
to cover the resulting anticipated shortfall of approximately $13,100,000.
However, there is no assurance that we will be able to raise the financing
necessary to enable us to implement our business plan.

Planned operations as described above could be curtailed if
funding were not available.

CRITICAL ACCOUNTING POLICIES

Exploration Stage Company

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

Mineral rights payments and exploration costs

Pursuant to EITF 04-02, Whether Mineral Rights are Tangible
or Intangible Assets and Related Issues, the Company has modified its
accounting policy with respect to mineral claim payments, retroactively
effective to June 1, 2004, to capitalize the direct costs to acquire or lease
mineral properties and mineral rights as tangible assets. The direct costs
include the costs of signature (lease) bonuses, options to purchase or lease
properties, and brokers and legal fees. If the acquired mineral rights relate
to unproven properties, the Company does not amortize the capitalized mineral
costs, but evaluates the capitalized mineral costs periodically for impairment.
The Company expenses all costs related to the exploration of mineral claims in
which it had secured exploration rights prior to establishment of proven and
probable reserves.

Asset retirement obligation

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

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

57

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Stock Based Compensation

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

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures, or capital resources,
and that would be considered material to investors.

58

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ITEM 7. FINANCIAL STATEMENTS.

Our audited financial statements for the year ended November
  30, 2008, as set forth below, are included with this Annual Report on Form
  10-KSB. Our audited financial statements are prepared on the basis of accounting
  principles generally accepted in the United States and are expressed in U.S.
  dollars.

|                                                                                                                                                                                                                                                | Page        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                                                                                                                                                |             
|Report of Independent Registered Public Accounting Firm                                                                                                                                                                                         | F-1         
|                                                                                                                                                                                                                                                |             
|Consolidated Balance Sheets as of November 30, 2008 and
      2007                                                                                                                                                                              | F-2         
|                                                                                                                                                                                                                                                |             
|Consolidated Statements of Operations and other Comprehensive
      Gain (Loss) for the Years Ended November 30, 2008 and 2007 and for the period
      since Recommencement of Exploration Stage, December 1, 2001, to November
      30, 2008 | F-3         
|                                                                                                                                                                                                                                                |             
|Consolidated Statement of Stockholders Equity
      for the years from Recommencement of Exploration Stage, December 1, 2001,
      to November 30, 2008                                                                                       | F-4 to F-8  
|                                                                                                                                                                                                                                                |             
|Consolidated Statements of Cash Flows for the Years Ended
      November 30, 2008 and 2007 and for the period since Recommencement of Exploration
      Stage, December 1, 2001, to November 30, 2008                                           | F-9         
|                                                                                                                                                                                                                                                |             
|Notes to Consolidated Financial Statements                                                                                                                                                                                                      | F-10 to F-28

59

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheets of Silverado Gold Mines Ltd. and Subsidiaries (An Exploration Stage Company) (the “Company”) as of November 30, 2008 and 2007, and the related consolidated statements of operations and other comprehensive gain (loss), stockholders’ equity, and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.  Our opinion on the consolidated statements of operations and other comprehensive gain (loss), stockholders’ equity, and cash flows for the period since recommencement of the exploration stage from December 1, 2001 to November 30, 2008 insofar as it relates to amounts for the prior periods through November 30, 2004 is based on the reports of other auditors.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Silverado Gold Mines Ltd. and Subsidiaries (An Exploration Stage Company) as of November 30, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company’s dependence on outside financing, lack of sufficient working capital, and recurring losses from activities in the exploration stage raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Berkovits & Company, LLP 
  Fort
  Lauderdale, Florida 
  March 6, 2009

F - 1

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|CONSOLIDATED BALANCE SHEETS                   
|November 30, 2008 and 2007                    
|(Stated in United States Dollars)             

|                                               |   | November 30, 2008 |   |   | November 30, 2007 |  
|---------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                               |   |                   |   |   |                   |  
|ASSETS                                         |   |                   |   |   |                   |  
|Current Assets                                 |   |                   |   |   |                   |  
|Cash and cash equivalents                      | $ | 50,991            |   | $ | 1,073,457         |  
|Gold inventory                                 |   | 50,106            |   |   | 1,969,870         |  
|Prepaid and other receivables                  |   | 383,358           |   |   | 294,505           |  
|Total Current Assets                           |   | 484,455           |   |   | 3,337,832         |  
|Mineral rights                                 |   | 1,197,591         |   |   | 1,012,316         |  
|Property, plant and equipment, net             |   | 1,631,824         |   |   | 2,158,379         |  
|TOTAL ASSETS                                   | $ | 3,313,870         |   | $ | 6,508,527         |  
|LIABILITIES                                    |   |                   |   |   |                   |  
|Current Liabilities                            |   |                   |   |   |                   |  
|Accounts payable
      and accrued liabilities | $ | 561,460           |   | $ | 210,404           |  
|Due to related parties                         |   | 1,076,881         |   |   | 1,214,717         |  
|Convertible
      debentures, current portion  |   | 140,000           |   |   | 140,000           |  
|Capital lease obligation, current portion      |   | -                 |   |   | 31,013            |  
|Total Current Liabilities                      |   | 1,778,341         |   |   | 1,596,134         |  
|Asset retirement obligation                    |   | 537,258           |   |   | 529,311           |  
|Mineral claims royalty payable                 |   | 390,000           |   |   | 360,000           |  
|Total Liabilities                              |   | 2,705,599         |   |   | 2,485,445         |  
|STOCKHOLDERS' EQUITY                           |   |                   |   |   |                   |  
|Common stock                                   |   |                   |   |   |                   |  
|Authorized:                                    |   |                   |   |   |                   |  
|unlimited common shares with no par value      |   |                   |   |   |                   |  
|Issued and
      outstanding:                  |   |                   |   |   |                   |  
|977,437,101 common shares (2007:785,607,717)   |   | 94,718,072        |   |   | 89,374,641        |  
|Additional paid-in capital                     |   | 1,200,408         |   |   | 1,200,408         |  
|Subscriptions received                         |   | -                 |   |   | 275,136           |  
|Accumulated deficit during exploration stage   |   | (95,310,209       | ) |   | (86,827,103       | )
|Total Stockholders' Equity                     |   | 608,271           |   |   | 4,023,082         |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     | $ | 3,313,870         |   | $ | 6,508,527         |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F - 2

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES                                 
|-------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                 
|CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER
      COMPREHENSIVE GAIN (LOSS)
|for the years ended November 30, 2008 and 2007                                 
|(Stated in United States Dollars)                                              

|                                                             |   |                          |   |   |                        |   |   | Period Since        |  
|------------------------------------------------------------ | - | ------------------------ | - | - | ---------------------- | - | - | ------------------- | -
|                                                             |   |                          |   |   |                        |   |   | Recommencement of   |  
|                                                             |   | Years ended November 30, |   |   | Exploration Stage from |  
|                                                             |   |                          |   |   |                        |   |   | December 1, 2001 to |  
|                                                             |   | 2008                     |   |   | 2007                   |   |   | November 30, 2008   |  
|General and administrative expenses                          |   |                          |   |   |                        |   |   |                     |  
|Accounting and audit                                         | $ | 328,263                  |   | $ | 106,298                |   | $ | 718,198             |  
|Advertising, promotion and travel                            |   | 212,275                  |   |   | 928,416                |   |   | 2,945,290           |  
|Consulting fees                                              |   | 1,183,131                |   |   | 1,157,569              |   |   | 7,946,990           |  
|Depreciation, accretion and impairment                       |   | 334,221                  |   |   | 255,264                |   |   | 2,559,732           |  
|Exploration expenses                                         |   | 2,287,192                |   |   | 3,075,869              |   |   | 14,714,807          |  
|Financing activities                                         |   | -                        |   |   | 50,000                 |   |   | 302,003             |  
|Legal                                                        |   | 558,670                  |   |   | 175,758                |   |   | 1,270,085           |  
|Management services                                          |   | 854,529                  |   |   | 1,820,129              |   |   | 5,619,236           |  
|Office Expenses                                              |   | 837,488                  |   |   | 1,041,794              |   |   | 4,607,598           |  
|Related party charges in excess of
      costs incurred      |   | 1,176,926                |   |   | 1,243,430              |   |   | 4,943,868           |  
|Reporting and investor
      relations                       |   | 442,732                  |   |   | 228,604                |   |   | 983,122             |  
|Research                                                     |   | 295,045                  |   |   | 34,313                 |   |   | 1,064,735           |  
|Transfer agent and
      filing fees                         |   | 67,310                   |   |   | 59,443                 |   |   | 278,790             |  
|Write-off of mineral claim expenditures                      |   | -                        |   |   | -                      |   |   | 1,159,529           |  
|Write-down of property,
      plant and equipment            |   | 31,550                   |   |   | -                      |   |   | 317,425             |  
|Total expenses                                               |   | 8,609,332                |   |   | 10,176,887             |   |   | 49,431,408          |  
|Loss from operations                                         |   | (8,609,332               | ) |   | (10,176,887            | ) |   | (49,431,408         | )
|Gold income earned during the exploration stage              |   |                          |   |   |                        |   |   |                     |  
|Gold sale proceeds
      earned during the exploration stage |   | 2,200,547                |   |   | 1,169,509              |   |   | 3,661,860           |  
|Cost of gold sold                                            |   | (1,919,764               | ) |   | (1,012,443             | ) |   | (3,206,583          | )
|Gold inventory addition
      from gold extraction           |   | -                        |   |   | 2,489,125              |   |   | 3,248,056           |  
|Total gold income earned during the exploration
      stage  |   | 280,783                  |   |   | 2,646,191              |   |   | 3,703,333           |  
|Other income (expenses)                                      |   |                          |   |   |                        |   |   |                     |  
|Interest income                                              |   | 21,139                   |   |   | 18,689                 |   |   | 277,807             |  
|Interest expenses on
      capital lease obligations         |   | (15,927                  | ) |   | (16,518                | ) |   | (333,221            | )
|Interest expenses on convertible
      debentures            |   | (11,200                  | ) |   | (11,200                | ) |   | (707,007            | )
|Other interest expenses
      and bank charges               |   | (12,636                  | ) |   | (10,990                | ) |   | (60,108             | )
|Loss on disposal of property, plant and
      equipment      |   | (111,383                 | ) |   | -                      |   |   | (111,383            | )
|Total other expenses                                         |   | (130,007                 | ) |   | (20,019                | ) |   | (933,912            | )
|                                                             |   |                          |   |   |                        |   |   |                     |  
|Net loss before cumulative effect of
      accounting change |   | (8,458,556               | ) |   | (7,550,715             | ) |   | (46,661,987         | )
|Cumulative effect of accounting change                       |   | -                        |   |   | -                      |   |   | (99,481             | )
|Net loss                                                     |   | (8,458,556               | ) |   | (7,550,715             | ) |   | (46,761,468         | )
|Other comprehensive (loss) income                            |   |                          |   |   |                        |   |   |                     |  
|(Loss) Gain on foreign
      exchange                        |   | (24,550                  | ) |   | 242,558                |   |   | 356,203             |  
|Comprehensive loss for the period                            | $ | (8,483,106               | ) | $ | (7,308,157             | ) | $ | (46,405,265         | )
|Net loss per share                                           | $ | (0.009                   | ) | $ | (0.011                 | ) |   |                     |  
|Basic and diluted weighted average number                    |   |                          |   |   |                        |   |   |                     |  
|of common
      shares outstanding                           |   | 913,263,595              |   |   | 700,523,325            |   |   |                     |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F - 3

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY          
|for the years from December 1, 2001 to November 30, 2008
|(Stated in United States Dollars)                       

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

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F - 4

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY          
|for the years from December 1, 2001 to November 30, 2008
|(Stated in United States Dollars)                       

|                                       |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  | Accumulated |   |  |            |  
|-------------------------------------- |  | ----------- |  |  | ---------- | - |  | ----------- | - |  | ---------- |  |  | ------------ | - |  | ----------- | - |  | ---------- | -
|                                       |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  | Deficit     |   |  |            |  
|                                       |  | Number of   |  |  | Common     |   |  | Common      |   |  | Additional |  |  |              |   |  | during      |   |  |            |  
|                                       |  | Common      |  |  | Shares -   |   |  | Stock to be |   |  | Paid in    |  |  | Deferred     |   |  | Exploration |   |  |            |  
|                                       |  | Shares      |  |  | Amount     |   |  | Issued      |   |  | Capital    |  |  | Compensation |   |  | Stage       |   |  | Total      |  
|                                       |  | #           |  |  | $          |   |  | $           |   |  | $          |  |  | $            |   |  | $           |   |  | $          |  
|                                       |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|Shares issued:                         |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|For private placements (net)           |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|December 2002 @ $0.50 per
      share  |  | 5,500,000   |  |  | 2,750,000  |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 2,750,000  |  
|January 2003 @ $0.55 per share         |  | 909,091     |  |  | 500,000    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 500,000    |  
|April 2003 @ $0.33 per share           |  | 3,525,582   |  |  | 1,163,400  |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 1,163,400  |  
|July 2003 @ $0.15 per share            |  | 1,666,667   |  |  | 250,000    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 250,000    |  
|August 2003 @ $0.10 per share          |  | 13,050,000  |  |  | 1,305,000  |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 1,305,000  |  
|Commissions paid                       |  | -           |  |  | (641,155   | ) |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | (641,155   | )
|For options exercised                  |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|December 2002 @ $0.35 per share        |  | 200,000     |  |  | 70,000     |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 70,000     |  
|For warrants exercised                 |  |             |  |  |            |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | -          |  
|August 2003 @ $0.08 per share          |  | 10,864,539  |  |  | 884,121    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 884,121    |  
|July 2003 @ $0.12 per share            |  | 954,546     |  |  | 114,546    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 114,546    |  
|September 2003 @ $0.10 per share       |  | 3,459,086   |  |  | 345,908    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 345,908    |  
|For consulting fees                    |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|November 2003 @ $0.22 per share        |  | 2,511,668   |  |  | 554,085    |   |  | (268,613    | ) |  | -          |  |  | -            |   |  | -           |   |  | 285,472    |  
|In lieu of payment for debentures      |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|December 2002 @ $0.38 per share        |  | 372,818     |  |  | 141,671    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 141,671    |  
|April 2003 @ $0.18 per share           |  | 3,274,865   |  |  | 588,893    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 588,893    |  
|August 2003 @ $0.14 per share          |  | 913,551     |  |  | 127,897    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 127,897    |  
|November 2003 @ $0.46 per
      share  |  | 738,308     |  |  | 340,006    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 340,006    |  
|Subscriptions received                 |  | -           |  |  | -          |   |  | 115,000     |   |  | -          |  |  | -            |   |  | -           |   |  | 115,000    |  
|Amortization of stock-based            |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|compensation                           |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | 129,397      |   |  | -           |   |  | 129,397    |  
|Stock option granted                   |  | -           |  |  | -          |   |  | -           |   |  | 171,994    |  |  | (42,896      | ) |  | -           |   |  | 129,098    |  
|Net loss for the year                  |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | -            |   |  | (8,519,169  | ) |  | (8,519,169 | )
|Balance, November 30, 2003             |  | 146,027,352 |  |  | 64,066,135 |   |  | 115,000     |   |  | 464,314    |  |  | (77,712      | ) |  | (64,390,024 | ) |  | 177,713    |  
|Shares issued:                         |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|For private placements                 |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|December 2003 @ $0.075 per share       |  | 1,533,894   |  |  | 115,000    |   |  | (115,000    | ) |  | -          |  |  | -            |   |  | -           |   |  | -          |  
|February 2004 @ $0.075 per
      share |  | 15,390,070  |  |  | 1,154,255  |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 1,154,255  |  
|June 2004 @ $0.05 per share            |  | 21,666,667  |  |  | 1,083,334  |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 1,083,334  |  
|September 2004 @ $0.04 per
      share |  | 2,500,000   |  |  | 100,000    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 100,000    |  
|September 2004 @ $0.035 per share      |  | 2,857,143   |  |  | 100,000    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 100,000    |  
|October 2004 @ $0.06 per share         |  | 1,166,667   |  |  | 70,000     |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 70,000     |  
|November 2004 @ $0.03 per share        |  | 10,000,000  |  |  | 300,000    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 300,000    |  
|Commissions paid                       |  | -           |  |  | (357,690   | ) |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | (357,690   | )
|For warrants exercised                 |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|January 2004 @ $0.075per share         |  | 8,876,597   |  |  | 665,745    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 665,745    |  
|November 2004 @ $0.03 per share        |  | 6,000,000   |  |  | 180,000    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 180,000    |  
|For consulting fees                    |  |             |  |  |            |   |  |             |   |  |            |  |  |              |   |  |             |   |  |            |  
|January 2004 @ $0.14 per share         |  | 495,000     |  |  | 69,300     |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 69,300     |  
|April 2004 @ $0.09 per share           |  | 750,000     |  |  | 67,500     |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 67,500     |  
|April 2004 @ $0.10 per share           |  | 50,000      |  |  | 5,000      |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 5,000      |  
|April 2004 @ $0.137 per share          |  | 720,000     |  |  | 98,640     |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 98,640     |  
|June 2004 @ $0.12 per share            |  | 410,000     |  |  | 49,200     |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 49,200     |  
|August 2004 @ $0.07 per share          |  | 150,000     |  |  | 10,500     |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 10,500     |  
|November 2004 @ $0.06 per share        |  | 1,516,667   |  |  | 91,000     |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 91,000     |  
|November 2004 @ $0.06 per
      share  |  | 2,325,000   |  |  | 186,000    |   |  | -           |   |  | -          |  |  | -            |   |  | -           |   |  | 186,000    |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F - 5

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY          
|for the years from December 1, 2001 to November 30, 2008
|(Stated in United States Dollars)                       

|                                        |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  | Accumulated |   |  |            |  
|--------------------------------------- |  | ----------- |  |  | ---------- | - |  | ----------- | - |  | ---------- |  |  | ------------ |  |  | ----------- | - |  | ---------- | -
|                                        |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  | Deficit     |   |  |            |  
|                                        |  | Number of   |  |  | Common     |   |  | Common      |   |  | Additional |  |  |              |  |  | during      |   |  |            |  
|                                        |  | Common      |  |  | Shares -   |   |  | Stock to be |   |  | Paid in    |  |  | Deferred     |  |  | Exploration |   |  |            |  
|                                        |  | Shares      |  |  | Amount     |   |  | Issued      |   |  | Capital    |  |  | Compensation |  |  | Stage       |   |  | Total      |  
|                                        |  | #           |  |  | $          |   |  | $           |   |  | $          |  |  | $            |  |  | $           |   |  | $          |  
|In lieu of payment for debentures       |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|December 2003 @ $0.11 per
      share   |  | 1,119,342   |  |  | 123,128    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 123,128    |  
|February 2004 @ $0.10 per share         |  | 559,915     |  |  | 55,992     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 55,992     |  
|June 2004 @ $0.067 per share            |  | 248,685     |  |  | 16,660     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 16,660     |  
|September 2004 @ $0.049 per share       |  | 86,588      |  |  | 4,243      |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 4,243      |  
|Subscriptions received                  |  | -           |  |  | -          |   |  | 70,000      |   |  | -          |  |  | -            |  |  | -           |   |  | 70,000     |  
|Amortization of stock-based             |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|compensation                            |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | 77,712       |  |  | -           |   |  | 77,712     |  
|Stock-based compensation                |  | -           |  |  | -          |   |  | -           |   |  | 2,000      |  |  | -            |  |  | -           |   |  | 2,000      |  
|Net loss for the year                   |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | -            |  |  | (4,836,363  | ) |  | (4,836,363 | )
|Balance, November 30, 2004              |  | 224,449,587 |  |  | 68,253,942 |   |  | 70,000      |   |  | 466,314    |  |  | -            |  |  | (69,226,387 | ) |  | (436,131   | )
|Shares issued:                          |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|For private placements                  |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|December 2004 @ $0.032
      per share  |  | 3,076,924   |  |  | 100,000    |   |  | (70,000     | ) |  | -          |  |  | -            |  |  | -           |   |  | 30,000     |  
|February 2005 @ $0.04 per share         |  | 562,500     |  |  | 22,500     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 22,500     |  
|October 2005 @ $0.0275
      per share  |  | 5,454,546   |  |  | 150,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 150,000    |  
|November 2005 @ $0.02 per share         |  | 8,250,000   |  |  | 165,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 165,000    |  
|November 2005 @ $0.025
      per share  |  | 8,000,000   |  |  | 200,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 200,000    |  
|November 2005 @ $0.03 per share         |  | 38,540,338  |  |  | 1,156,210  |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 1,156,210  |  
|November 2005 @ $0.032
      per share  |  | 56,335,379  |  |  | 1,267,546  |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 1,267,546  |  
|Commissions paid                        |  | -           |  |  | (325,363   | ) |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | (325,363   | )
|For consulting fees                     |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|December 2004 @ $0.025 per share        |  | 2,000,000   |  |  | 50,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 50,000     |  
|December 2004 @ $0.033
      per share  |  | 1,150,000   |  |  | 38,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 38,000     |  
|January 2005 @ $0.06 per share          |  | 420,000     |  |  | 25,200     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 25,200     |  
|January 2005 @ $0.07
      per share    |  | 160,000     |  |  | 11,200     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 11,200     |  
|January 2005 @ $0.09 per share          |  | 160,000     |  |  | 14,400     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 14,400     |  
|February 2005 @ $0.05
      per share   |  | 1,450,000   |  |  | 72,500     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 72,500     |  
|February 2005 @ $0.08 per share         |  | 895,000     |  |  | 71,600     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 71,600     |  
|May 2005 @ $0.04 per
      share        |  | 50,000      |  |  | 2,000      |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 2,000      |  
|Subscriptions received                  |  | -           |  |  | -          |   |  | 54,500      |   |  | -          |  |  | -            |  |  | -           |   |  | 54,500     |  
|Stock-based compensation                |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|December 2004 @ $0.07 per share         |  | 600,001     |  |  | 42,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 42,000     |  
|December 2004 @ $0.06
      per share   |  | 3,500,000   |  |  | 210,003    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 210,003    |  
|Net loss for the year                   |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | -            |  |  | (3,394,107  | ) |  | (3,394,107 | )
|Balance, November 30, 2005              |  | 355,054,275 |  |  | 71,526,738 |   |  | 54,500      |   |  | 466,314    |  |  | -            |  |  | (72,620,494 | ) |  | (572,942   | )
|Cumulative effect of accounting change, |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|net of income taxes                     |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | -            |  |  | 272,867     |   |  | 272,867    |  
|Shares issued:                          |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  | -          |  
|For private placements                  |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  | -          |  
|December 2005 @ $0.028 per share        |  | 4,285,715   |  |  | 120,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 120,000    |  
|December 2005 @ $0.035
      per share  |  | 428,573     |  |  | 15,000     |   |  | (15,000     | ) |  | -          |  |  | -            |  |  | -           |   |  | -          |  
|January 2006 @ $0.025 per share         |  | 85,806,201  |  |  | 2,145,145  |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 2,145,145  |  
|January 2006 @ $0.03
      per share    |  | 14,020,000  |  |  | 420,600    |   |  | (8,000      | ) |  | -          |  |  | -            |  |  | -           |   |  | 412,600    |  
|January 2006 @ $0.0325 per share        |  | 4,776,924   |  |  | 155,250    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 155,250    |  
|January 2006 @ $0.038
      per share   |  | 1,914,475   |  |  | 72,750     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 72,750     |  
|February 2006 @ $0.114 per share        |  | 788,782     |  |  | 90,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 90,000     |  
|April 2006 @ $0.06 per
      share      |  | 71,626,667  |  |  | 4,297,600  |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 4,297,600  |  
|April 2006 @ $0.07 per share            |  | 9,900,001   |  |  | 693,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 693,000    |  
|May 2006 @ $0.08 per
      share        |  | 5,650,000   |  |  | 452,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 452,000    |  
|May 2006 @ $0.10 per share              |  | 4,000,000   |  |  | 400,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 400,000    |  
|October 2006 @ $0.0285
      per share  |  | 35,087,719  |  |  | 1,000,000  |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 1,000,000  |  
|Commissions paid                        |  | -           |  |  | (1,170,791 | ) |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | (1,170,791 | )

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F - 6

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY          
|for the years from December 1, 2001 to November 30, 2008
|(Stated in United States Dollars)                       

|                                        |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  | Accumulated |   |  |            |  
|--------------------------------------- |  | ----------- |  |  | ---------- | - |  | ----------- | - |  | ---------- |  |  | ------------ |  |  | ----------- | - |  | ---------- | -
|                                        |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  | Deficit     |   |  |            |  
|                                        |  | Number of   |  |  | Common     |   |  | Common      |   |  | Additional |  |  |              |  |  | during      |   |  |            |  
|                                        |  | Common      |  |  | Shares -   |   |  | Stock to be |   |  | Paid in    |  |  | Deferred     |  |  | Exploration |   |  |            |  
|                                        |  | Shares      |  |  | Amount     |   |  | Issued      |   |  | Capital    |  |  | Compensation |  |  | Stage       |   |  | Total      |  
|                                        |  | #           |  |  | $          |   |  | $           |   |  | $          |  |  | $            |  |  | $           |   |  | $          |  
|                                        |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|For warrants exercised                  |  |             |  |  |            |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | -          |  
|December 2005 @ $0.0225 per share       |  | 1,400,000   |  |  | 31,500     |   |  | (31,500     | ) |  | -          |  |  | -            |  |  | -           |   |  | -          |  
|July 2006 @ $0.04 per share             |  | 18,888,888  |  |  | 755,556    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 755,556    |  
|July 2006 @ $0.069 per share            |  | 11,081,832  |  |  | 767,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 767,000    |  
|For consulting fees                     |  |             |  |  |            |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | -          |  
|March 2006 to November 2006 @           |  |             |  |  |            |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | -          |  
|$0.13 per share                         |  | 6,075,000   |  |  | 767,250    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 767,250    |  
|Subscriptions received                  |  | -           |  |  | -          |   |  | 273,600     |   |  | -          |  |  | -            |  |  | -           |   |  | 273,600    |  
|Net loss for the year                   |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  |              |  |  | (7,171,319  | ) |  | (7,171,319 | )
|Balance, November 30, 2006              |  | 630,785,052 |  |  | 82,538,598 |   |  | 273,600     |   |  | 466,314    |  |  | -            |  |  | (79,518,946 | ) |  | 3,759,566  |  
|Shares issued                           |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|For private placements                  |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|September 2007 @ $0.0321 per share      |  | 59,166,669  |  |  | 1,900,000  |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 1,900,000  |  
|November 2007 @ $0.035 per share        |  | 4,700,000   |  |  | 164,500    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 164,500    |  
|Commissions Paid                        |  |             |  |  | (408,458   | ) |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | (408,458   | )
|For warrants exercised                  |  |             |  |  |            |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | -          |  
|January 2007 @ $0.06 per share          |  | 2,500,000   |  |  | 150,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 150,000    |  
|February 2007 @ $0.03
      per share   |  | 11,500,000  |  |  | 345,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 345,000    |  
|March 2007 @ $0.07 per share            |  | 17,343,359  |  |  | 1,214,035  |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 1,214,035  |  
|May 2007 @ $0.05 per
      share        |  | 34,411,028  |  |  | 1,720,551  |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 1,720,551  |  
|For Options exercised                   |  |             |  |  |            |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | -          |  
|December 2006 @ $0.05
      per share   |  | 500,000     |  |  | 25,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 25,000     |  
|March 2007 @ $0.05 per share            |  | 1,300,000   |  |  | 65,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 65,000     |  
|April 2007 @ $0.0505
      per share    |  | 8,500,000   |  |  | 429,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 429,000    |  
|May 2007 @ $0.05 per share              |  | 1,280,000   |  |  | 64,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 64,000     |  
|September 2007 @ $0.058
      per share |  | 500,000     |  |  | 29,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 29,000     |  
|October 2007 @ $0.05 per share          |  | 600,000     |  |  | 30,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 30,000     |  
|For Consulting fees                     |  |             |  |  |            |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | -          |  
|December 2006 @ $0.13 per share         |  | 200,000     |  |  | 26,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 26,000     |  
|January 2007 @ $0.0814
      per share  |  | 4,375,000   |  |  | 356,250    |   |  | (273,600    | ) |  | -          |  |  | -            |  |  | -           |   |  | 82,650     |  
|February 2007 @ $0.13 per share         |  | 200,000     |  |  | 26,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 26,000     |  
|March 2007 @ $0.0959
      per share    |  | 1,370,067   |  |  | 131,401    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 131,401    |  
|April 2007 @ $0.1435 per share          |  | 575,000     |  |  | 82,500     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 82,500     |  
|May 2007 @ $0.1009 per
      share      |  | 834,251     |  |  | 84,154     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 84,154     |  
|June 2007 @ $0.1 per share              |  | 200,000     |  |  | 20,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 20,000     |  
|July 2007 @ $0.09 per
      share       |  | 975,000     |  |  | 87,750     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 87,750     |  
|August 2007 @ $0.09 per share           |  | 600,000     |  |  | 54,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 54,000     |  
|September 2007 @ $0.07
      per share  |  | 1,492,291   |  |  | 104,460    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 104,460    |  
|November 2007 @ $0.0799 per
      share |  | 1,700,000   |  |  | 135,900    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 135,900    |  
|Stock-based compensation                |  | -           |  |  | -          |   |  | -           |   |  | 734,094    |  |  | -            |  |  | -           |   |  | 734,094    |  
|Subscriptions received                  |  | -           |  |  | -          |   |  | 275,136     |   |  | -          |  |  | -            |  |  | -           |   |  | 275,136    |  
|Net Loss for the year                   |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | -            |  |  | (7,308,157  | ) |  | (7,308,157 | )
|Balance, November 30, 2007              |  | 785,607,717 |  |  | 89,374,641 |   |  | 275,136     |   |  | 1,200,408  |  |  | -            |  |  | (86,827,103 | ) |  | 4,023,082  |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F - 7

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES          
|--------------------------------------------------------
|(An Exploration Stage Company)                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY          
|for the years from December 1, 2001 to November 30, 2008
|(Stated in United States Dollars)                       

|                                            |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  | Accumulated |   |  |            |  
|------------------------------------------- |  | ----------- |  |  | ---------- | - |  | ----------- | - |  | ---------- |  |  | ------------ |  |  | ----------- | - |  | ---------- | -
|                                            |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  | Deficit     |   |  |            |  
|                                            |  | Number of   |  |  | Common     |   |  | Common      |   |  | Additional |  |  |              |  |  | during      |   |  |            |  
|                                            |  | Common      |  |  | Shares -   |   |  | Stock to be |   |  | Paid in    |  |  | Deferred     |  |  | Exploration |   |  |            |  
|                                            |  | Shares      |  |  | Amount     |   |  | Issued      |   |  | Capital    |  |  | Compensation |  |  | Stage       |   |  | Total      |  
|                                            |  | #           |  |  | $          |   |  | $           |   |  | $          |  |  | $            |  |  | $           |   |  | $          |  
|                                            |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|Shares Issued                               |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|For Private Placements                      |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|December 31, 2007 @ $0.03 per share         |  | 13,000,000  |  |  | 390,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 390,000    |  
|January 11, 2008 @ $0.03 per share          |  | 22,000,000  |  |  | 660,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 660,000    |  
|January 22, 2008 @ $0.0325 per share        |  | 461,538     |  |  | 15,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 15,000     |  
|January 23, 2008 @ $0.0325 per share        |  | 21,538,461  |  |  | 700,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 700,000    |  
|February 8, 2008 @ $0.0325 per share        |  | 461,538     |  |  | 15,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 15,000     |  
|February 12, 2008 @ $0.0325 per share       |  | 23,076,923  |  |  | 750,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 750,000    |  
|February 13, 2008 @ $0.0325
      per share |  | 22,852,307  |  |  | 742,700    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 742,700    |  
|February 14, 2008 @ $0.0325 per share       |  | 12,307,692  |  |  | 400,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 400,000    |  
|For Consulting Services                     |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|January 17, 2008 @ $0.06 per share          |  | 500,000     |  |  | 30,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 30,000     |  
|February 1, 2008 @ $0.01 per share          |  | 1,800,000   |  |  | 180,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 180,000    |  
|February 21, 2008 @ $0.06 per share         |  | 500,000     |  |  | 30,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 30,000     |  
|August 11, 2008 @ $0.03 per share           |  | 4,000,000   |  |  | 120,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 120,000    |  
|August 18, 2008 @ $0.03 per share           |  | 4,000,000   |  |  | 120,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 120,000    |  
|September 16, 2008 @ $0.03 per share        |  | 4,000,000   |  |  | 120,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 120,000    |  
|October 21, 2008 @ $0.03 per share          |  | 13,000,000  |  |  | 390,000    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 390,000    |  
|November 20, 2008 @ $0.01 per share         |  | 5,000,000   |  |  | 50,000     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 50,000     |  
|For Warrants Exercised                      |  |             |  |  |            |   |  |             |   |  |            |  |  |              |  |  |             |   |  |            |  
|December 17, 2007 @ $0.035 per share        |  | 16,513,024  |  |  | 577,956    |   |  | (223,176    | ) |  | -          |  |  | -            |  |  | -           |   |  | 354,780    |  
|January 21, 2008 @ $0.035 per share         |  | 1,484,563   |  |  | 51,960     |   |  | (51,960     | ) |  | -          |  |  | -            |  |  | -           |   |  | -          |  
|February 1, 2008 @ $0.035 per share         |  | 4,166,667   |  |  | 145,833    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 145,833    |  
|October 10, 2008 @ $0.0125 per share        |  | 6,500,004   |  |  | 81,250     |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 81,250     |  
|October 14, 2008 @ $0.0125 per share        |  | 14,666,667  |  |  | 183,333    |   |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | 183,333    |  
|Share issue costs                           |  | -           |  |  | (409,601   | ) |  | -           |   |  | -          |  |  | -            |  |  | -           |   |  | (409,601   | )
|Net loss for the year                       |  | -           |  |  | -          |   |  | -           |   |  | -          |  |  | -            |  |  | (8,483,106  | ) |  | (8,483,106 | )
|Balance November 30, 2008                   |  | 977,437,101 |  |  | 94,718,072 |   |  | -           |   |  | 1,200,408  |  |  | -            |  |  | (95,310,209 | ) |  | 608,271    |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F - 8

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|CONSOLIDATED STATEMENTS OF CASH FLOWS         
|for the years ended November 30, 2008 and 2007
|(Stated in United States Dollars)             

|                                                                              |   |                          |   |   |                 |   |   | Period Since     |  
|----------------------------------------------------------------------------- | - | ------------------------ | - | - | --------------- | - | - | ---------------- | -
|                                                                              |   |                          |   |   |                 |   |   | Recommencement   |  
|                                                                              |   |                          |   |   |                 |   |   | of Exploration   |  
|                                                                              |   |                          |   |   |                 |   |   | Stage from       |  
|                                                                              |   |                          |   |   |                 |   |   | December 1, 2001 |  
|                                                                              |   | Years ended November 30, |   |   | to November 30, |  
|                                                                              |   | 2008                     |   |   | 2007            |   |   | 2008             |  
|CASH PROVIDED BY (USED FOR):                                                  |   |                          |   |   |                 |   |   |                  |  
|Operating activities:                                                         |   |                          |   |   |                 |   |   |                  |  
|Net comprehensive loss for the
      period                                   | $ | (8,483,106               | ) | $ | (7,308,157      | ) | $ | (46,405,265      | )
|Adjustments to reconcile loss to net cash used
      in operating activities: |   |                          |   |   |                 |   |   |                  |  
|Cumulative effect of accounting change                                        |   | -                        |   |   | -               |   |   | 99,481           |  
|Depreciation,
      amortization, accretion and impairment                    |   | 334,221                  |   |   | 255,264         |   |   | 2,559,732        |  
|Loss on
      disposal of property, plant and equipment                       |   | 111,383                  |   |   | -               |   |   | 111,383          |  
|Stock-based compensation
      included in management fees                    |   | -                        |   |   | 734,094         |   |   | 3,375,644        |  
|Stock
      issued for debenture                                              |   | -                        |   |   | -               |   |   | 217,687          |  
|Non-cash consulting and
      legal expenses                                  |   | 706,500                  |   |   | 1,108,416       |   |   | 3,444,206        |  
|Non-cash
      prepaid consulting fees                                        |   | 333,500                  |   |   | -               |   |   | 333,500          |  
|Non-cash financing
      expense                                              |   | -                        |   |   | -               |   |   | 252,003          |  
|Interest
      accrued                                                        |   | 11,200                   |   |   | 11,200          |   |   | 497,570          |  
|Write-off of mineral
      claim expenditures                                 |   | -                        |   |   | -               |   |   | 1,159,529        |  
|Write-down of property, plant and equipment                                   |   | 31,550                   |   |   | -               |   |   | 317,425          |  
|Changes in non-cash operating working capital:                                |   |                          |   |   |                 |   |   |                  |  
|Gold
      inventory                                                          |   | 1,919,764                |   |   | (1,476,682      | ) |   | (41,473          | )
|Prepaid and other
      receivables                                           |   | (88,853                  | ) |   | (284,533        | ) |   | (380,483         | )
|Accounts
      payable and accrued liabilities                                |   | 339,856                  |   |   | (124,772        | ) |   | (56,273          | )
|Asset retirement
      obligation                                             |   | 7,947                    |   |   | -               |   |   | 7,947            |  
|Net cash used in operating
      activities                                   |   | (4,776,038               | ) |   | (7,085,170      | ) |   | (34,507,387      | )
|                                                                              |   |                          |   |   |                 |   |   |                  |  
|Investing activities:                                                         |   |                          |   |   |                 |   |   |                  |  
|Investment in mineral properties                                              |   | (155,275                 | ) |   | (229,325        | ) |   | (1,124,091       | )
|Purchase of property, plant
      and equipment                               |   | (332,099                 | ) |   | (1,360,110      | ) |   | (3,076,518       | )
|Proceeds from sale of property, plant and
      equipment, net                |   | 381,500                  |   |   | -               |   |   | 588,789          |  
|Net cash used in investing
      activities                                   |   | (105,874                 | ) |   | (1,589,435      | ) |   | (3,611,820       | )
|                                                                              |   |                          |   |   |                 |   |   |                  |  
|Financing activities:                                                         |   |                          |   |   |                 |   |   |                  |  
|Advances (to) / from related party                                            |   | (137,836                 | ) |   | 854,883         |   |   | 785,569          |  
|Repayment of loans payable                                                    |   | -                        |   |   | -               |   |   | (35,729          | )
|Repayment of capital lease obligation                                         |   | (31,013                  | ) |   | (345,402        | ) |   | (1,131,607       | )
|Repayment of convertible
      debentures                                     |   | -                        |   |   | -               |   |   | (74,999          | )
|Share subscriptions received                                                  |   | -                        |   |   | 1,536           |   |   | 1,536            |  
|Common stock issued for cash
      (net of share issue costs)                 |   | 4,028,295                |   |   | 5,727,627       |   |   | 38,608,335       |  
|Net cash provided by financing activities                                     |   | 3,859,446                |   |   | 6,238,644       |   |   | 38,153,105       |  
|                                                                              |   |                          |   |   |                 |   |   |                  |  
|(Decrease) Increase in cash and cash equivalents                              |   | (1,022,466               | ) |   | (2,435,961      | ) |   | 33,898           |  
|                                                                              |   |                          |   |   |                 |   |   |                  |  
|Cash and cash equivalents, at beginning of the
      period                   |   | 1,073,457                |   |   | 3,509,418       |   |   | 17,093           |  
|                                                                              |   |                          |   |   |                 |   |   |                  |  
|Cash and cash equivalents, at end of the period                               | $ | 50,991                   |   | $ | 1,073,457       |   | $ | 50,991           |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
  STATEMENTS

F - 9

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 1  Nature and Continuance of Operations

Silverado Gold Mines Ltd. (Silverado or the Company) is an
  exploration stage company in the process of exploring its resource properties
  and has not yet determined whether these properties contain reserves that are
  economically recoverable. The Company is also engaged in the research and
  development of low-rank coal-water fuel as a replacement fuel for oil fired
  boilers and utility generators.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern, which implies
  the Company will continue to realize its assets and discharge its liabilities in
  the normal course of business. The Company lacks sufficient working capital, has
  receiving losses and its operations continue to be funded primarily from sales
  of its stock and the sale of gold extracted during exploration activities. The
  ability of the Company to continue as a going concern, including completion of
  the acquisition, exploration and development of its mineral properties and
  completion of the research and development of its low-rank coal-water fuel
  project is dependent on the Companys ability to obtain the necessary financing
  from sales of its stock. The consolidated financial statements do not include
  any adjustments to the recoverability and classification of recorded asset
  amounts and classification of liabilities that might be necessary should the
  Company be unable to continue as a going concern.

Note 2  Changes in Significant Accounting Policies

Following the conclusion of a review of certain of the
  Companys filings by the Securities and Exchange Commission, in January 2009,
  the Company determined to make certain accounting policies changes for the
  fiscal years ended November 30, 2007 and filed Amendment No. 1 to the Companys
  Form 10-KSB for the year ended November 30, 2007 on January 23, 2009 (the Form
  10-KSB/A). A description of the changes appearing in the Form 10-KSB/A
  follows.

a) Gold Inventory

The Companys test production in past years has yielded gold
  dust and gold nuggets. Gold dust has yielded sales prices equivalent to the spot
  gold price. Gold nuggets, however, are considered to be gem or jewelry items,
  which in the industry sell at a higher price than the spot price. They are
  valued according to weight, purity, character, and relative flatness (wearing
  quality). Historically, the Companys gold nuggets have sold at prices above the
  spot gold price.

Since December 1, 2001, recommencement of exploration stage,
  the Company had valued its gold inventory using the spot gold price at the end
  of the reporting period and directly applied the gold extraction and the
  revaluation difference to exploration costs. In addition, proceeds from sales of
  gold extracted during exploration and test mining had been recorded as a
  reduction of exploration costs during the exploration stage period.

Retroactively effective from the period since recommencement of
  exploration stage from December 1, 2001, the Company has modified the accounting
  policy for gold inventory to measure the gold inventories at the lower of cost
  or market. The Company is still in the exploration stage. By definition, the
  Companys direct and absorbed costs would exceed the market value of any gold
  recovery. Therefore, the Company has retroactively set up inventory groups from
  December 1, 2001, valued each group at the spot price as of the date of the
  addition to the gold inventory, and recorded the costs of gold inventory sold on
  a first-in first-out basis. Gold sale proceeds and cost of gold sold are now
  recorded as other income earned during the exploration stage.

b) Revenue Recognition

Proceeds from the sale of gold recoveries from test mining were
  recorded as a reduction of exploration costs during the period the Company is in
  the exploration stage. This accounting policy has been changed and now proceeds
  from the sale of gold recoveries from test mining are recorded as other income
  earned during the exploration stage, retroactively effective from the period
  since recommencement of exploration stage from December 1, 2001.

F - 10

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 2  Changes in Significant Accounting Policies
  (Continued)

c) Mineral Rights Payments and Exploration Costs

Since December 1, 2001, recommencement of exploration stage,
  the Company had expensed all costs related to the acquisition, maintenance and
  exploration of mineral claims in which it had secured exploration rights prior
  to establishment of proven and probable reserves.

Pursuant to EITF 04-02, Whether Mineral Rights are Tangible
  or Intangible Assets and Related Issues, the Company has modified its
  accounting policy with respect to mineral claim payments, retroactively
  effective to June 1, 2004, to capitalize the direct costs to acquire or lease
  mineral properties and mineral rights as tangible assets. The direct costs
  include the costs of signature (lease) bonuses, options to purchase or lease
  properties, and brokers and legal fees. If the acquired mineral rights relate
  to unproven properties, the Company does not amortize the capitalized mineral
  costs, but evaluates the capitalized mineral costs periodically for impairment.
  The Company expenses all costs related to the exploration of mineral claims in
  which it had secured exploration rights prior to establishment of proven and
  probable reserves.

Note 3  Basis of Presentation and Summary of Significant
  Accounting Policies

These consolidated financial statements are prepared in
  conformity with United States of America generally accepted accounting
  principles. The application of Canadian generally accepted accounting principles
  to these financial statements would not result in material measurement or
  disclosure differences.

The financial statements have, in managements opinion, been
  properly prepared within the framework of the significant accounting policies
  summarized below:

a) Basis of Consolidation

The consolidated financial statements include the accounts of
  Silverado Gold Mines Ltd. and its wholly-owned subsidiaries Silverado Gold Mines
  Inc. and Silverado Green Fuel Inc. All significant inter-company transactions
  have been eliminated.

The Company considers its functional currency to be the U.S.
  dollar for its U.S. and Canadian operations. Monetary assets and liabilities
  denominated in foreign currencies are translated into the U.S. dollar at the
  rates of exchange in effect at the period-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 periods as
  other comprehensive gains and losses.

b) Environmental Costs

Environmental expenditures that relate to current operations
  are expensed or capitalized as appropriate. Expenditures that relate to an
  existing condition caused by past operations and which do not contribute to
  current or future revenue generation, are expensed. Liabilities are recorded
  when environmental assessments and/or remedial efforts are probable, and the
  costs can be reasonably estimated. Generally, the timing of these accruals
  coincides with the earlier of completion of a feasibility study or the Companys
  commitment to a plan of action based on the then known facts.

c) Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the loss for the
  year by the weighted average number of common shares outstanding during the
  year. Diluted earnings per share reflect the potential dilution that could occur
  if potentially dilutive securities were exercised or converted to common stock.
  The dilutive effect of options and warrants and their equivalent is computed by
  application of the treasury stock method and the effect of convertible
  securities by the if converted method. Fully diluted amounts are not presented
  when the effects of the computations are anti-dilutive due to the losses
  incurred. Accordingly, there is no difference in the amounts presented for basic
  and diluted loss per share.

F - 11

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 3  Basis of Presentation and Summary of Significant
  Accounting Policies (Continued)

d) Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, gold
  inventory, receivables, accounts payable and accrued liabilities, mineral claims
  royalty payable and payable to related party approximate fair value because of
  the short-term maturity of these instruments. The carrying amounts reported in
  the balance sheets for convertible debentures approximate their fair values as
  they bear interest at rates which approximate market rates. Unless otherwise
  noted, it is managements opinion that the Company is not exposed to significant
  interest, currency or credit risks arising from these financial instruments.

e) Income Taxes

The Company uses the assets and liability method of accounting
  for income taxes pursuant to Statement of Financial Accounting Standards
  (SFAS) No. 109 Accounting for Income Taxes. Under the assets and liability
  method of SFAS No. 109, deferred tax assets and liabilities are recognized for
  the future tax consequences attributable to temporary differences between the
  financial statements carrying amounts of existing assets and liabilities and
  their respective tax bases. Deferred tax assets and liabilities are measured
  using enacted tax rates expected to apply to taxable income in the years in
  which those temporary differences are expected to be recovered or settled.

Effective December 1, 2007, the Company adopted the provisions
  of the FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in
    Income Taxes an interpretation of FASB Statement No. 109. FIN 48
  contains a two-step approach to recognizing and measuring uncertain tax
  positions accounted for in accordance with SFAS No. 109, Accounting for
    Income Taxes. The first step is to evaluate the tax position for recognition
  by determining if the weight of available evidence indicates it is more likely
  than not that the position will be sustained on audit, including resolution of
  related appeals or litigation processes, if any. The second step is to measure
  the tax benefit as the largest amount which is more than 50% likely of being
  realized upon ultimate settlement. We consider many factors when evaluating and
  estimating its tax positions and tax benefits, which may require periodic
  adjustments and which may not accurately anticipate actual outcomes. Based on
  our review, there was no impact of FIN 48 on our financial position.

f) Exploration Stage Company

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

g) Gold Inventory

The Company values its gold inventories at the lower of cost or
  market. The Company is still in the exploration stage. By definition, the
  Companys direct and absorbed costs would exceed the market value of any gold
  recovery. Therefore, the Company values gold inventory additions from gold
  extraction at the spot price as of the date of the addition to the gold
  inventory, and records the costs of gold inventory sold on a first-in first-out
  basis. Gold sale proceeds and cost of gold sold are recorded as other income
  earned during the exploration stage.

h) Mineral Rights Payments and Exploration Costs

Pursuant to EITF 04-02, Whether Mineral Rights are Tangible
  or Intangible Assets and Related Issues, the Company has modified its
  accounting policy with respect to mineral claim payments, retroactively
  effective to June 1, 2004, to capitalize the direct costs to acquire or lease
  mineral properties and mineral rights as tangible assets. The direct costs
  include the costs of signature (lease) bonuses, options to purchase or lease
  properties, and brokers and legal fees. If the acquired mineral rights relate
  to unproven properties, the Company does not amortize the capitalized mineral
  costs, but evaluates the capitalized mineral costs periodically for impairment.
  The Company expenses all costs related to the exploration of mineral claims in
  which it had secured exploration rights prior to establishment of proven and
  probable reserves.

F - 12

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 3  Basis of Presentation and Summary of Significant
  Accounting Policies (Continued)

h) Mineral Rights Payments and Exploration Costs
  (Continued)

When it has been determined that a mineral property can be
  economically developed as a result of establishing proven and probable reserves,
  the costs then incurred to develop such property are capitalized. Capitalized
  costs related to such property will be amortized using the units-of-production
  method over the estimated life of the probable reserve.

i) Asset Retirement Obligation

Effective December 1, 2002, the Company adopted SFAS No. 143,
  Accounting for Asset Retirement Obligations, which addresses financial
  accounting and reporting for obligations associated with the retirement of
  tangible long-lived assets and the associated retirement costs. The standard
  applies to legal obligations associated with the retirement of long-lived assets
  that result from the acquisition, construction, development and normal use of
  the asset.

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

j) Use of Estimates

The preparation of financial statements in conformity with
  accounting principles generally accepted in the United States of America
  requires management to make estimates and assumptions that affect the reported
  amount of assets and liabilities, disclosure of contingent assets and
  liabilities at the date of the financial statements, and the reported amounts of
  revenues and expenses during the reporting period. Actual results could differ
  from these estimates.

k) Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation
  is provided on a straight line basis as follows:

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

l) Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and they comprise
  cash on hand, deposits held with banks and other highly liquid investments.
  Highly liquid investments are readily convertible to cash and generally have
  maturities of three months or less from the time acquired. The Company places
  its cash and cash equivalents with high quality financial institutions which the
  Company believes limits credit risks.

m) Concentration of Credit Risk and Foreign Exchange Rate
  Risk

Financial instruments which potentially subject the Company to
  concentrations of credit risk and foreign exchange rate risk consist principally
  of cash in banks. At times during the year, the Company maintained deposits in
  excess of insured limits provided by FDIC and CDIC. The Company places its cash
  and cash equivalents with high credit quality financial institutions which the
  Company believes reduces these risks.

F - 13

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 3  Basis of Presentation and Summary of Significant
  Accounting Policies (Continued)

n) Foreign Currency Translation

The Company considers its functional currency to be the U.S.
  dollar for its U.S. and Canadian operations. Monetary assets and liabilities
  denominated in foreign currencies are translated into U.S. dollars at the rates
  of exchange in effect at the consolidated balance sheet date. Non-monetary
  assets and liabilities are translated at the rate in effect at the time at which
  the transactions took place. Revenue and expense transactions are translated at
  the average rate of exchange for the year. Foreign exchange gains and losses are
  included in the determination of results from operations for the year as other
  comprehensive gain or loss.

o) Revenue Recognition

During the period the Company is in the exploration stage,
  proceeds on gold recoveries from test mining are recorded as other income earned
  during the exploration stage.

p) Research Expenditures

Research expenditures are expensed in the year incurred.

q) Accounting for Stock-based Compensation

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

r) Long Lived Asset Impairment

In accordance with SFAS No. 144, Accounting for the Impairment
  or Disposal of Long-Lived Assets, long-lived assets held and used by the
  Company are reviewed for impairment whenever events or changes in circumstances
  indicate that the carrying amount of an asset may not be recoverable. The
  Company recognizes impairment when the sum of the expected undiscounted future
  cash flows is less than the carrying amount of the asset. Impairment losses, if
  any, are measured as the excess of the carrying amount of the asset over its
  estimated fair value.

s) Reclassifications

Certain prior periods comparative figures have been
  reclassified to conform to the financial statement presentation adopted for this
  period.

t) Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board
  (FASB) issued Statement No. 160 Non controlling Interests in Consolidated
  Financial Statementsan amendment of ARB No. 51. This statement requires that
  the ownership interests in subsidiaries held by parties other than the parent be
  clearly identified, labeled, and presented in the consolidated statement of
  financial position within equity, but separate from the parents equity. This
  Statement is effective for fiscal years, and interim periods within those fiscal
  years, beginning on or after December 15, 2008. Earlier adoption is prohibited.
  The Company will adopt this statement on December 1, 2009.

F - 14

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 3  Basis of Presentation and Summary of Significant
  Accounting Policies (Continued)

t) Recent Accounting Pronouncements (Continued)

In September 2006, the FASB issued Statement of Financial
  Accounting Standards No. 157 Fair Value Measurements (SFAS 157), which
  provides expanded guidance for using fair value to measure assets and
  liabilities. SFAS 157 establishes a hierarchy for data used to value assets and
  liabilities, and requires additional disclosures about the extent to which a
  company measures assets and liabilities at fair value, the information used to
  measure fair value, and the effect of fair value measurements on earnings. SFAS
  157 is effective for fiscal years beginning after November 15, 2007, and all
  interim periods within those fiscal years. However, in February 2008, the FASB
  issued Staff Position 157-2 which delays the effective date of SFAS 157 for all
  nonfinancial assets and nonfinancial liabilities, except those that are
  recognized or disclosed at fair value in the financial statements on a recurring
  basis. For items within its scope, this Staff Position defers the effective date
  of SFAS 157 to fiscal years beginning after November 15, 2008. The Company does
  not expect that SFAS No. 157 will have a material impact on the Companys
  consolidated financial statements.

Note 4  Gold Inventory

During the year ended November 30, 2008, the Company sold 2,920
  troy ounces of gold (2007: 1,573 troy ounces) at an average price of $753.61
  (2007: $743.49) per troy ounce for proceeds of $2,200,547 (2007: $1,169,509),
  which was recorded as other income earned during the exploration stage. Gold
  inventory consists of the following at November 30, 2008 and 2007.

|                                |  | Troy   |   |   | Weighted      |  |   |            |  
|------------------------------- |  | ------ | - | - | ------------- |  | - | ---------- | -
|                                |  | Ounces |   |   | Average price |  |   | Value      |  
|Balance as of November 30, 2006 |  | 791    |   | $ | 623.50        |  | $ | 493,188    |  
|Additions from gold extraction  |  | 3,778  |   |   | 656.12        |  |   | 2,489,125  |  
|Cost of gold sold               |  | (1,573 | ) |   | 619.61        |  |   | (1,012,443 | )
|Balance as of November 30, 2007 |  | 2,996  |   |   | 657.50        |  |   | 1,969,870  |  
|Cost of gold sold               |  | (2,920 | ) |   | 657.50        |  |   | (1,919,764 | )
|Balance as of November 30, 2008 |  | 76     |   | $ | 657.50        |  | $ | 50,106     |  

Note 5  Mineral Properties and Mineral Rights

The Company holds interests in four groups of mineral
  properties in Alaska, U.S.A. All of these properties are in the exploration
  stage and have no proven reserves as of November 30, 2008. Pursuant to EITF
  04-02, Whether Mineral Rights are Tangible or Intangible Assets and Related
    Issues, the Company, retroactively effective to June 1, 2004, capitalizes
  the direct costs to acquire or lease mineral properties and mineral rights as
  tangible assets. The direct costs include the costs of signature (lease)
  bonuses, options to purchase or lease properties, and brokers and legal fees.
  The Company evaluated the capitalized mineral costs as of November 30, 2008 in
  accordance with EITF 04-02 and recorded zero of impairment. A summary of such
  capitalized direct costs for the years ended 2008 and 2007 is as follows:

|Capitalized Mineral Rights:           |   | Nolan (a) |  |   | Ester Dome (b) |  |   | Hammond (c) |  |   | Eagle Creek (d) |  |   | Total     | 
|------------------------------------- | - | --------- |  | - | -------------- |  | - | ----------- |  | - | --------------- |  | - | --------- | 
|Balance as of November 30, 2006       | $ | 487,509   |  | $ | 17,952         |  | $ | 262,500     |  | $ | 35,030          |  | $ | 802,991   | 
|Additions during the year:            |   |           |  |   |                |  |   |             |  |   |                 |  |   |           | 
|Claim fees paid
      during the year |   | 94,930    |  |   | 6,885          |  |   | 7,500       |  |   | 10,010          |  |   | 119,325   | 
|Royalty payments                      |   | -         |  |   | -              |  |   | 80,000      |  |   | 10,000          |  |   | 90,000    | 
|Balance as of November 30, 2007       |   | 582,439   |  |   | 24,837         |  |   | 350,000     |  |   | 55,040          |  |   | 1,012,316 | 
|Additions during the year:            |   |           |  |   |                |  |   |             |  |   |                 |  |   |           | 
|Claim fees paid
      during the year |   | 75,880    |  |   | 6,885          |  |   | 7,500       |  |   | 10,010          |  |   | 100,275   | 
|Royalty payments                      |   | -         |  |   | -              |  |   | 50,000      |  |   | 5,000           |  |   | 55,000    | 
|Accrued mineral
      rights          |   | -         |  |   | -              |  |   | 30,000      |  |   | -               |  |   | 30,000    | 
|Balance as of November 30, 2008       | $ | 658,319   |  | $ | 31,722         |  | $ | 437,500     |  | $ | 70,050          |  | $ | 1,197,591 | 

F - 15

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 5  Mineral Properties and Mineral Rights
  (Continued)

a) Nolan Gold Project, Wiseman Mining District,
  Alaska

The Nolan Gold Project consists of 5 contiguous claim groups
  covering approximately 6 square miles, 8 miles west of Wiseman and 175 miles
  north of Fairbanks, Alaska. In addition, The Clara Creek and Marion Creek claim
  groups are located approximately 1.5 and 3 miles north of Coldfoot, Alaska, and
  are situated near the Dalton Highway. Both Clara Creek and Marion Creeks are
  left limit tributaries to the Middle Fork of the Koyukuk River.

In total, the Company owns 100% interest in 204 federal placer
  mining claims and 407 federal lode claims in the Nolan Gold Project. The
  specific claim groups at this site are as follows:

| | i)   | Nolan Placer: This claim group consists of 148 unpatented
      federal placer claims.                                                                                                                        
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                               
| | ii)  | Thompsons Pup: This claim group consists of 6 unpatented
      federal placer claims and is subject to a royalty of 3% of net profits on
      80% of production.                                            
| |      |                                                                                                                                                                                                               
| | iii) | Dionne (Marys Bench): This claim group consists of 15
      unpatented federal placer claims.                                                                                                                
| |      |                                                                                                                                                                                                               
| | iv)  | Smith Creek: This claim group consists of 28 unpatented
      federal placer claims.                                                                                                                          
| |      |                                                                                                                                                                                                               
| | v)   | Marion Creek and Clara Creek: This claim group consists
      of 2 unpatented federal placer mining claims located on Marion Creek and 5
      unpatented federal placer mining claims located on Clara Creek.
| |      |                                                                                                                                                                                                               
| | vi)  | Nolan Lode: this claim group consists of 407 unpatented
      federal lode claims. The lode claims overlie much of the placer properties
      extend beyond them.                                            

During the year ended November 30, 2008, the Company paid claim
  maintenance and holding fees of $76,375 to the Bureau of Land Management (BLM)
  and received a refund of $495 from BLM for a 2007 overpayment. During the year
  ended November 30, 2007, the Company paid claim maintenance and holding fees of
  $94,930 to BLM, including $18,805 of claim fees paid to BLM for staking new
  claims.

b) Ester Dome Gold Project, Fairbanks Mining District,
  Alaska

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

| | i)   | Grant Mine: This property consists of 26 state mineral
      claims subject to payments of 15% of net profits until $2,000,000 has been
      paid and 3% of net profits thereafter. The mill has remained inactive
      since February 1989 and the plant and equipment cost was written down to
      zero on our accounting records. During fiscal 2008, the work on Grant Mine
      was limited to assessment work. The Company maintains claim rental
      payments for the current fiscal year and to continue with assessment
      work.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ii)  | May (St. Paul)/Barelka: This gold property consists of 22
      state mineral claims subject to payments of 15% of net profits until
      $2,000,000 (inflation indexed from 1979) has been paid and 3% of net
      profits thereafter.                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | iii) | Dobbs: This property consists of 1 unpatented Federal
      mineral claim and 4 State mineral claims subject to payments of 15% of net
      profits until $1,500,000 has been paid and 3% of net profits
      thereafter.                                                                                                                                                                                                                                                                                                                       

During the year ended November 30, 2008, the Company paid state
  mining claim fees of $6,760 (2007: $6,760) to the State of Alaska Department of
  Natural Resources and federal mining claim fees of $125 (2007: $125) to BLM.

F - 16

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 5  Mineral Properties and Mineral Rights
  (Continued)

c) Hammond Property, Wiseman Mining District, Alaska

This property consists of 24 Federal placer claims and 36
  Federal lode claims covering one and one- half square miles and adjoining the
  Nolan Gold Properties. The Company is obligated to pay a royalty equal to 10% of
  gross production and is subject to a minimum royalty of $80,000 per year. At
  November 30, 2008, the capitalized mineral rights of $437,500 (2007: $350,000)
  for Hammond property includes royalty accruals totaling $390,000 (2007:
  $360,000) that are unpaid, in arrears, and included in mineral claims payable on
  the accompanying consolidated balance sheet. During the year ended November 30,
  2008, the Company paid $50,000 (2007: $100,000) minimum royalty and paid $7,500
  (2007: $7,500) federal claim fees to BLM.

d) Eagle Creek Property, Fairbanks Mining District,
  Alaska

This property consists of 77 state mineral claims. The Company
  owns 50% interest and has an option agreement to purchase a 100% interest in the
  property for $400,000, of which $48,000 remains to be paid. The amount of $5,000
  per year, until the remaining $48,000 is paid, is required to be paid to keep
  the agreement in good standing. During the year ended November 30, 2008, the
  Company paid $10,010 (2007: $10,010) state mining claim fees and $5,000 (2007:
  $10,000) option payment.

Note 6  Property, Plant and Equipment

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

During the year ended November 30, 2008, the Company sold some
  Nolan mining equipment that the Company would not use in the near future for net
  proceeds of $381,500 (2007: $Nil). The net book value of the sold equipment was
  $492,883.

In accordance with FAS 144, Accounting for the Impairment or
  Disposal of Long-Lived Assets, the Company recorded an impairment of $31,550
  against Nolan mining equipment. Depreciation expenses for the year ended
  November 30, 2008 was $334,221 (2007: $255,264).

A summary of the Companys property, plant and equipment for
  the year ended November 30, 2008 is as follows:

|                                |   |           |  |   | 2008         |  |   |           | 
|------------------------------- | - | --------- |  | - | ------------ |  | - | --------- | 
|                                |   |           |  |   | Accumulated  |  |   |           | 
|                                |   |           |  |   | Depreciation |  |   |           | 
|                                |   | Cost      |  |   | Amortization |  |   | Value     | 
|Offices                         |   |           |  |   |              |  |   |           | 
|Office leasehold improvements   | $ | 597,557   |  | $ | 107,627      |  | $ | 489,930   | 
|Computer equipment and software |   | 134,167   |  |   | 102,819      |  |   | 31,348    | 
|Furniture and fittings          |   | 394,358   |  |   | 389,518      |  |   | 4,840     | 
|                                |   |           |  |   |              |  |   |           | 
|Mining Project                  |   |           |  |   |              |  |   |           | 
|Nolan gold project buildings    |   | 63,000    |  |   | 63,000       |  |   | -         | 
|Leasehold improvements          |   | 48,123    |  |   | 12,031       |  |   | 36,092    | 
|Nolan mining equipment          |   | 1,869,301 |  |   | 864,164      |  |   | 1,005,137 | 
|Auto and trucks                 |   | 63,009    |  |   | 22,777       |  |   | 40,232    | 
|Capital assets in construction  |   | 24,245    |  |   | -            |  |   | 24,245    | 
|                                |   |           |  |   |              |  |   |           | 
|                                | $ | 3,193,760 |  | $ | 1,561,936    |  | $ | 1,631,824 | 

F - 17

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 6  Property, Plant and Equipment (Continued)

A summary of the Companys property, plant and equipment for
  the year ended November 30, 2007 is as follows:

|                                           |   |           |  |   | 2007         |  |   |           | 
|------------------------------------------ | - | --------- |  | - | ------------ |  | - | --------- | 
|                                           |   |           |  |   | Accumulated  |  |   |           | 
|                                           |   |           |  |   | Depreciation |  |   |           | 
|                                           |   |           |  |   | and          |  |   | Net Book  | 
|                                           |   | Cost      |  |   | Amortization |  |   | Value     | 
|Offices                                    |   |           |  |   |              |  |   |           | 
|Office leasehold improvements              | $ | 612,117   |  | $ | 21,861       |  | $ | 590,256   | 
|Computer Equipment                         |   | 105,797   |  |   | 73,022       |  |   | 32,775    | 
|Furniture and Fittings                     |   | 394,358   |  |   | 389,006      |  |   | 5,352     | 
|                                           |   |           |  |   |              |  |   |           | 
|Mining Project                             |   |           |  |   |              |  |   |           | 
|Nolan Gold Project buildings               |   | 63,000    |  |   | 63,000       |  |   | -         | 
|Leasehold improvements                     |   | 48,123    |  |   | 2,406        |  |   | 45,717    | 
|Nolan mining equipment                     |   | 1,489,962 |  |   | 632,029      |  |   | 857,933   | 
|Nolan mining equipment under capital lease |   | 819,842   |  |   | 216,923      |  |   | 602,919   | 
|Other equipment                            |   | 27,200    |  |   | 3,773        |  |   | 23,427    | 
|                                           |   |           |  |   |              |  |   |           | 
|                                           | $ | 3,560,399 |  | $ | 1,402,020    |  | $ | 2,158,379 | 

Note 7  Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of:

|                                      |   | 2008    |  |   | 2007    | 
|------------------------------------- | - | ------- |  | - | ------- | 
|Accounts payable and accrued payables | $ | 440,633 |  | $ | 100,777 | 
|Accrued interest                      |   | 120,827 |  |   | 109,627 | 
|                                      | $ | 561,460 |  | $ | 210,404 | 

The accrued interest payable of $120,827 and $109,627 as of
  November 30, 2008 and 2007, respectively, relates to the convertible debentures
  (see Note 9  Convertible Debentures, below.)

Note 8  Asset Retirement Obligations

Asset retirement obligations relate to the closure and
  reclamation of the Grant Mine Tailing Pond, and to the reclamation work
  associated with the Nolan Gold Project consisting of dismantling and removal of
  site structures and equipment, and reshaping and revegetating the disturbed
  areas. The Company has no assets legally restricted for purposes of settling
  asset retirement obligations.

Grant Mine

The Grant Mine is not an active mine and related assets were
  written off as impaired effective December 1, 2001. The retirement obligations
  associated with the Grant Mine involves the decommissioning of the Grant Mill
  Tailings Pond that was built in the early 1980s and no longer used after 1989.
  The Company has retained a geotechnical and environmental consultants firm to
  assist with a preliminary report for the closure of the tailings pond. The
  preliminary report is part of the closure plan, and further reclamation work
  involves another closure phase that needs permits and/or approval by the State
  of Alaska regulatory agencies. Thus, the fair value of the cost of reclamation
  at this holding time is the original $347,287 as of November 30, 2007 plus 5%
  accretion expense.

F - 18

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 8  Asset Retirement Obligations (Continued)

Nolan Gold Project

The retirement obligations associated with the Nolan mineral
  properties are associated with the reclamation of disturbed land resulting from
  normal operations and are not the result of improper operations of an asset such
  as environmental remediation liabilities and thus are within the scope of SFAS
  143. The Nolan mineral properties are on Federal mining claims and thus are
  under the active supervision of the Bureau of Land Management.

The Company was bonded for 48.5 acres before the start of 2008
  and 27.5 acres were reclaimed at Nolan Creek in 2008. As of November 30, 2008,
  the Company is obligated to reclaim 21 acres at Nolan Creek. These 21 acres that
  the Company will need bonding for at Nolan Creek going into 2009, are areas
  essential for the Companys operations. These essential areas consist of the
  camp area, equipment storage area, processing area, explosives storage area, and
  the portal area, as well as the roads and core storage area.

During the year ended November 30, 2008, the Company spent
  $18,518 (2007: $17,801) on reclamation at Nolan properties. The Company decides
  to keep remaining accrued obligations plus 5% accretion expense to reclaim the
  remaining 21 acres for a potential third party remediation clean-up.

A summary of assets retirement obligation for the years ended
  November 30, 2008 and 2007 is as follows:

|                           |   | Grant   |  |   | Nolan   |   |   |         |  
|-------------------------- | - | ------- |  | - | ------- | - | - | ------- | -
|                           |   | Mine    |  |   | Project |   |   | Total   |  
|Balance, December 1, 2006  | $ | 347,287 |  | $ | 173,771 |   | $ | 521,058 |  
|Accretion expense          |   | -       |  |   | 26,053  |   |   | 26,053  |  
|Liabilities settled        |   | -       |  |   | (17,800 | ) |   | (17,800 | )
|Balance, November 30, 2007 | $ | 347,287 |  | $ | 182,024 |   | $ | 529,311 |  
|Accretion expense          |   | 17,364  |  |   | 9,101   |   |   | 26,465  |  
|Liabilities settled        |   | -       |  |   | (18,518 | ) |   | (18,518 | )
|Balance, November 30, 2008 | $ | 364,651 |  | $ | 172,607 |   | $ | 537,258 |  

Note 9  Convertible Debentures

Convertible debentures outstanding at November 30, 2008 and
  2007 consisted of the following:

|                      |   | 2008     |   |   | 2007     |  
|--------------------- | - | -------- | - | - | -------- | -
|Issued in 1994        | $ | 140,000  |   | $ | 140,000  |  
|Less: current portion |   | (140,000 | ) |   | (140,000 | )
|                      | $ | -        |   | $ | -        |  

On March 1, 2001, the Company completed negotiations to
  restructure its $1,860,000 convertible debentures. The replacement debentures
  aggregated $2,384,892 and consisted of the original $1,860,000 principal amount
  plus all accrued interest to March 1, 2001. The debentures bear interest of 8.0%
  per annum. Interest is due and payable on a quarterly basis on February 28, May
  31, August 31 and November 30. If the Company fails to make any payment of
  principal or interest, the Company must issue shares equivalent in value to the
  unpaid amounts of 20% below the average market price.

Remaining debentures of $140,000 plus accrued interest of
  $120,827 are in default; however, it is unclear whether they will be exchanged
  for replacement debentures as the bond holders could not be identified or did
  not respond to the Companys restructuring proposal.

F - 19

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 10  Related Party Transactions

The Company has had related party transactions with Tri-Con
  Mining Ltd., Tri-Con Mining Inc. and Tri- Con Mining Alaska Inc. (collectively
  the Tri-Con Group), all of which are controlled by a director and officer of
  the Company.

The Tri-Con Group are operations, exploration and development
  contractors and have been employed by the Company under contract since 1972 to
  carry out all the Companys fieldwork and to provide field administrative and
  management services. Under the current contracts dated January 1, 1997, work is
  charged at cost plus 25% for exploration and cost plus 15% for development and
  mining. Cost includes out-of- pocket or actual cost plus 15% charge for office
  overhead including stand-by and contingencies. There is no mark-up on capital
  purchases. The Tri-Con Group does not charge the Company for the services of its
  directors who are also directors of the Company. In addition, by agreements the
  Company paid a base administration fee of $10,000 CDN per month to Tri-Con
  Mining Ltd. and $10,000 US per month to Tri-Con Mining Inc., respectively.

For the year ended November 30, 2008, the Tri-Con Groups
  services focused mainly on corporate planning, mining, drilling, engineering and
  preparation for year round production on the Companys Nolan property; mining
  administration services at both the field and corporate offices, and
  administration services connected with the Low-Rank Coal-Water fuel project.

As of November 30, 2008, Silverado owed $1,076,881 (2007:
  $1,214,717) to the Tri-Con Group for exploration and administration services
  performed on behalf of Silverado. The amounts are non-interest bearing and due
  on demand. During the years ended November 30, 2008 and 2007, the aggregate
  amounts billed by the Tri-Con Group for disbursements and for services rendered
  by the Tri-Con Group personnel are as follows:

|                                                                   |   | 2008      |  |   | 2007      | 
|------------------------------------------------------------------ | - | --------- |  | - | --------- | 
|Exploration, development and field services                        | $ | 3,878,670 |  | $ | 5,557,108 | 
|Office, Administrative and Management services                     |   | 1,192,353 |  |   | 1,355,619 | 
|                                                                   | $ | 5,071,023 |  | $ | 6,912,727 | 
|Amount of total charges in excess of Tri-Con costs incurred        | $ | 1,176,926 |  | $ | 1,243,430 | 
|Excess amount charged as a percentage of
      total amount billed |   | 23.21%    |  |   | 17.99%    | 

Note 11  Common Stock

Authorized common stock of the Company is unlimited, without
  par value. During the year ended November 30, 2008, the Company completed
  private placements resulting in the issuance of an aggregate of 35,000,000 units
  at $0.03 per unit and 80,698,459 units at $0.0325 per unit. Each unit consists
  of one share of the Companys restricted common stock and one half-warrant, with
  a full warrant (consisting of two half-warrants) being exercisable for a period
  of one year at a per share exercise price of $0.07. The Company received gross
  proceeds of $3,672,700 from such private placements, of which $275,136 cash was
  received before the fiscal year ended November 30, 2007. In addition, the
  Company received $1,040,332 from the issuance of 43,330,925 restricted common
  stocks through warrant exercises during fiscal 2008. The Company paid commission
  fees of $409,601, which was recorded as a reduction of common stock.

During the year ended November 30, 2008, the Company issued an
  aggregate of 32,800,000 shares of the Companys common stock for consulting
  fees, valued at the fair market price at the dates of consulting agreements, for
  total consideration of $1,040,000, of which $706,500 was recorded as consulting
  fees and $333,500 was recorded as prepaid expenses based on the terms of the
  consulting agreements. The following is a summary of the change in common stock
  for the years ended November 30, 2008 and 2007:

F - 20

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 11  Common Stock (Continued)

|                                                                        |  |                  |  |   | Common Stock |  
|----------------------------------------------------------------------- |  | ---------------- |  | - | ------------ | -
|                                                                        |  | Number of Shares |  |   | Amount       |  
|Balance as of November 30, 2006                                         |  | 630,785,052      |  | $ | 82,538,598   |  
|Shares issued for:                                                      |  |                  |  |   |              |  
|Private placement at $0.0321 per share                                  |  | 59,166,669       |  |   | 1,900,000    |  
|Private placement at $0.035 per share                                   |  | 4,700,000        |  |   | 164,500      |  
|Common stock purchase warrants exercised at $0.03 - $0.07               |  | 65,754,387       |  |   | 3,429,586    |  
|Stock options exercised at $0.05 - $0.058                               |  | 12,680,000       |  |   | 642,000      |  
|Commissions paid                                                        |  | -                |  |   | (408,458     | )
|Shares issued for consulting fees at $0.07 -
      $0.1435              |  | 12,521,609       |  |   | 1,108,415    |  
|Balance as of November 30, 2007                                         |  | 785,607,717      |  |   | 89,374,641   |  
|Shares issued for cash:                                                 |  |                  |  |   |              |  
|Private placement at $0.03 per share                                    |  | 35,000,000       |  |   | 1,050,000    |  
|Private placement at $0.0325 per share                                  |  | 80,698,459       |  |   | 2,622,700    |  
|Common stock purchase warrants exercised at $0.035, December
      2007 |  | 16,513,024       |  |   | 577,956      |  
|Common stock purchase warrants exercised at $0.035, January 2008        |  | 1,484,563        |  |   | 51,960       |  
|Common stock purchase warrants exercised at $0.035, February
      2008 |  | 4,166,667        |  |   | 145,833      |  
|Common stock purchase warrants exercised at $0.0125, October 2008       |  | 21,166,671       |  |   | 264,583      |  
|Commissions paid                                                        |  | -                |  |   | (409,601     | )
|Total shares issued for cash                                            |  | 159,029,384      |  |   | 4,303,431    |  
|Shares issued for consulting
      fees:                                |  |                  |  |   |              |  
|Shares issued at $0.06, January 2008                                    |  | 500,000          |  |   | 30,000       |  
|Shares issued at $0.10, February 2008                                   |  | 1,800,000        |  |   | 180,000      |  
|Shares issued at $0.06, February 2008                                   |  | 500,000          |  |   | 30,000       |  
|Shares issued at $0.03, August 2008                                     |  | 8,000,000        |  |   | 240,000      |  
|Shares issued at $0.03, September 2008                                  |  | 4,000,000        |  |   | 120,000      |  
|Shares issued at $0.03, October 2008                                    |  | 13,000,000       |  |   | 390,000      |  
|Shares issued at $0.01, November 2008                                   |  | 5,000,000        |  |   | 50,000       |  
|Total shares issued for
      consulting fees                           |  | 32,800,000       |  |   | 1,040,000    |  
|Balance as of November 30, 2008                                         |  | 977,437,101      |  | $ | 94,718,072   |  

Note 12  Stock Options and Common Stock Purchase
  Warrants

a) Stock Options

There was no stock option plan adopted for fiscal year 2008 and
  no options granted during the year ended November 30, 2008. There were 2,100,000
  options cancelled and expired during the year ended November 30, 2008.

On January 11, 2007, the Companys Board of Directors adopted
  the 2007 Stock Option Plan (the 2007 Plan). The 2007 Plan authorizes the
  issuance of options to purchase the Companys common stock to directors,
  officers, employees, and eligible consultants. The Company reserved 25,000,000
  shares of its common stock for awards to be made under the 2007 Plan. The 2007
  Plan is to be administered by a committee of two or more members of the Board of
  Directors. The 2007 Plan allows for the issuance of incentive stock options
  (which can only be granted to employees) and non-qualified stock options. The
  committee shall determine the type of option granted, the exercise price, the
  option term (which may be no more than ten years), and terms and conditions of
  exercisability.

On January 11, 2007, 21,500,000 stock options were granted to
  directors as well as to employees of the Tri-Con Group at an exercise price of
  $0.07 with a six year term expiring January 11, 2013. The prevailing market
  price of the Companys shares on the date of grant was $0.067. The Company
  recognized stock compensation expense of $734,094 based on the Black-Scholes
  option pricing model. 1,000,000 of such granted stock options were cancelled
  during the year ended November 30, 2008 and 600,000 of such granted stock
  options were exercised during the year ended November 30, 2007.

F - 21

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 12  Stock Options and Common Stock Purchase Warrants
  (Continued)

a) Stock Options (Continued)

A summary of the change in stock options for the years ended
  November 30, 2008 and 2007 is as follows:

|                              |  |                 |   |   |                 |  |  | Weighted         | 
|----------------------------- |  | --------------- | - | - | --------------- |  |  | ---------------- | 
|                              |  | Outstanding and |   |   | Weighted        |  |  | Average          | 
|                              |  | Exercisable     |   |   | Average         |  |  | Remaining        | 
|                              |  | Options         |   |   | Excercise Price |  |  | Contractual Life | 
|Balance, November 30, 2006    |  | 63,180,000      |   | $ | 0.07            |  |  | 4.80 years       | 
|Options granted               |  | 21,500,000      |   |   | 0.07            |  |  |                  | 
|Options exercised             |  | (12,180,000     | ) |   | 0.05            |  |  |                  | 
|                              |  |                 |   |   |                 |  |  |                  | 
|Balance, November 30, 2007    |  | 72,500,000      |   |   | 0.06            |  |  | 4.43 years       | 
|Options cancelled and expired |  | (2,100,000      | ) |   | 0.11            |  |  |                  | 
|                              |  |                 |   |   |                 |  |  |                  | 
|Balance, November 30, 2008    |  | 70,400,000      |   | $ | 0.06            |  |  | 3.47
      years | 

The balance of outstanding and exercisable common stock options
  as at November 30, 2008 is as follows:

|Number of Options |  |   |                |  |  | Remaining        | 
|----------------- |  | - | -------------- |  |  | ---------------- | 
|Outstanding and   |  |   |                |  |  | Contractual Life | 
|Exercisable       |  |   | Exercise Price |  |  | (Years)          | 
|500,000           |  | $ | 0.060          |  |  | 0.01             | 
|50,000,000        |  |   | 0.050          |  |  | 0.01 - 4.10      | 
|19,900,000        |  |   | 0.070          |  |  | 4.12             | 
|                  |  |   |                |  |  |                  | 
|70,400,000        |  |   |                |  |  |                  | 

b) Fair Value Determination

The fair value of stock options granted using the Black-Scholes
  option pricing model was calculated using the following weighted average
  assumptions:

|                                       |  | Years Ended November 30, | 
|-------------------------------------- |  | ------------------------ | 
|                                       |  | 2008                     | 
|Risk free interest rate                |  | -                        | 
|Expected volatility                    |  | -                        | 
|Expected term of stock option in years |  | -                        | 
|Expected dividend yield                |  | -                        | 
|Weighted average value per option      |  | -                        | 

Expected volatility is based on historical volatility. Because
  trading tends to be thin, in relation to the total shares outstanding, average
  weekly stock prices were used to calculate volatility. Management believes that
  the annualized weekly average of volatility is the best measure of expected
  volatility.

U.S. Treasury constant maturity rates were utilized with
  maturities most closely approximating the expected term of the option.

The expected term of the options was calculated using the
  alternative simplified method permitted by SAB 107, which defines the expected
  life as the average of the contractual term of the options and the weighted
  average vesting period for all option tranches.

F - 22

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 12  Stock Options and Common Stock Purchase Warrants
  (Continued)

b) Fair Value Determination (Continued)

For the year ended November 30, 2008, there were no stock
  options granted. During the fiscal year ended November 30, 2007, 21,500,000
  stock options were granted to directors and officers as well as to employees of
  Tri-Con Group at an exercise price of $0.07 with a six year term expiring
  January 11, 2013. Based on the Black-Scholes option pricing model, $734,094 of
  stock based compensation was recognized and included in the statement of
  operations and other comprehensive income as management fees in 2007. The
  details are as follows:

|                                        |  | Years Ended November 30, | 
|--------------------------------------- |  | ------------------------ | 
|                                        |  | 2008                     | 
|                                        |  |                          | 
|                                        |  | Number of                | 
|                                        |  | Options                  | 
|Management fees:                        |  |                          | 
|Directors and
      Officers fees       |  | -                        | 
|Tri-Con Employees management
      fees |  | -                        | 
|Total                                   |  | -                        | 

c) Common Stock Purchase Warrants

In September 2008, the Company reduced the exercise price of
  3,666,667 of its common stock purchase warrants from $0.10 to $0.0125 per common
  share and 17,500,004 of its common stock purchase warrants from $0.07 to $0.0125
  per common share, and all of such warrants were exercised in October 2008.

In November 2007, the Company reduced the exercise price of
  16,513,024 of its common stock purchase warrants from $0.12 to $0.035 per common
  share, and such warrants were exercised in December 2007. In December 2007, the
  Company reduced the exercise price of 990,001 of its common stock purchase
  warrants from $0.12 to $0.035 per common share and 495,001 of its common stock
  purchase warrants from $0.06 to $0.035 per common share, of which a total of
  1,484,563 warrants were exercised in January 2008, and the remaining 439
  warrants expired. In December 2007, the Company reduced the exercise price of
  4,166,667 of its common stock purchase warrants from $0.10 to $0.035 per common
  share, and such warrants were exercised in February 2008.

During fiscal years from 2006 to 2008, the Company completed
  private placements resulting in the issuance of units consisting of one share of
  Company restricted common stock and one half-warrant (with each whole warrant
  exercisable for one share of Company restricted common stock). The warrants
  referenced above were issued during such private placements. There was no value
  assigned to these warrants when they were granted. The exercise price reduction
  incentivized the holders to exercise the warrants, which assisted the Company in
  meeting its working capital requirements. The Company received less proceeds
  from these exercised warrants due to the price reductions, but the Company
  believes these warrants would have been left to expire had the Company not
  effected the exercise price reductions.

A summary of the change in common stock purchase warrants for
  the years ended November 30, 2008 and 2007 is as follows:

|                           |  |             |   |   | Weighted        |  |  | Weighted Average | 
|-------------------------- |  | ----------- | - | - | --------------- |  |  | ---------------- | 
|                           |  | Outstanding |   |   | Average         |  |  | Remaining        | 
|                           |  | Warrants    |   |   | Excercise Price |  |  | Contractual Life | 
|Balance, November 30, 2006 |  | 138,579,724 |   | $ | 0.098           |  |  | 0.83 years       | 
|Warrants issued            |  | 29,583,335  |   |   | 0.100           |  |  |                  | 
|Warrants exercised         |  | (65,754,387 | ) |   | 0.085           |  |  |                  | 
|Warrants expired           |  | (40,395,669 | ) |   | 0.100           |  |  |                  | 
|                           |  |             |   |   |                 |  |  |                  | 
|Balance, November 30, 2007 |  | 62,013,003  |   |   | 0.110           |  |  | 0.32 years       | 
|Warrants issued            |  | 57,849,234  |   |   | 0.070           |  |  |                  | 
|Warrants exercised         |  | (43,330,925 | ) |   | 0.024           |  |  |                  | 
|Warrants expired           |  | (36,182,082 | ) |   | 0.108           |  |  |                  | 
|Balance, November 30, 2008 |  | 40,349,230  |   | $ | 0.070           |  |  | 0.17
      years | 

F - 23

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 12  Stock Options and Common Stock Purchase Warrants
  (Continued)

c) Common Stock Purchase Warrants (Continued)

The balance of outstanding and exercisable common stock
  warrants as at November 30, 2008 is as follows:

|Number of   |  |   |          |  |  | Remaining        | 
|----------- |  | - | -------- |  |  | ---------------- | 
|Warrants    |  |   | Exercise |  |  | Contractual Life | 
|Outstanding |  |   | Price    |  |  | (Years)          | 
|40,349,230  |  | $ | 0.07     |  |  | 0.15 - 0.21      | 

d) Convertible Debentures (See Note 9, above)

Note 13  Equity Compensation Plan

There was no stock option plan adopted for fiscal year
  2008.

On August 31, 2007, our Board of Directors adopted the 2007-1
  Equity Compensation Plan (the 2007-I Plan). The 2007-I Plan was established to
  encourage certain officers, employees, directors and consultants to acquire and
  hold stock in the Company as an added incentive to remain with the Company and
  to increase their efforts in promoting the interests of the Company, as well as
  to attract and retain capable individuals. A maximum of twenty-five million
  (25,000,000) shares of the common stock can be issued under the 2007-I Plan for
  the grant of Stock Awards or Stock Options. During the year ended November 30,
  2008, all 25,000,000 shares under the 2007-I Plan were issued to certain of the
  Companys consultants as consulting fees.

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

On January 11, 2007, 21,500,000 stock options were granted
  under the 2007 Plan to directors as well as to employees of the Tri-Con Group at
  an exercise price of $0.07 with a six year term expiring January 11, 2013, of
  which 1,000,000 granted stock options were cancelled during the year ended
  November 30, 2008 and 600,000 granted stock options were exercised during the
  year ended November 30, 2007. The remaining numbers of shares under the 2007
  Plan were issued to consultants as consulting fees during the year ended
  November 30, 2008.

Note 14  Income Taxes

The Companys loss from operations before income tax consisted
  of:

|              |   | 2008      |  |   | 2007      | 
|------------- | - | --------- |  | - | --------- | 
|United States | $ | 4,685,128 |  | $ | 3,323,153 | 
|Canada        |   | 3,797,978 |  |   | 3,985,004 | 
|Total         | $ | 8,483,106 |  | $ | 7,308,157 | 

The Companys income tax expense differed from the amounts
  computed by applying the United States statutory corporate income tax rate for
  the following reasons:

F - 24

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 14  Income Taxes (Continued)

|                                                     |   | 2008       |   |   | 2007       |  
|---------------------------------------------------- | - | ---------- | - | - | ---------- | -
|Loss from operations before income tax               | $ | 8,483,106  |   | $ | 7,308,157  |  
|US statutory corporate income tax rate               |   | 34%        |   |   | 34%        |  
|                                                     |   |            |   |   |            |  
|Income tax benefit computed at US statutory          |   |            |   |   |            |  
|corporate income tax rate                            | $ | 2,884,256  |   | $ | 2,484,773  |  
|Reconciling items:                                   |   |            |   |   |            |  
|State taxes                                          |   | 247,756    |   |   | 174,430    |  
|Tax loss expired during the year                     |   | (569,467   | ) |   | (549,927   | )
|Difference in foreign tax                            |   | (141,561   | ) |   | 4,782      |  
|Change in valuation allowance on deferred tax assets |   | (2,420,984 | ) |   | (2,114,058 | )
|Income tax expense                                   | $ | -          |   | $ | -          |  

Components of the Companys deferred assets at November 30,
  2008 and 2007 are as follows:

|                                                   |   | 2008        |   |   | 2007        |  
|-------------------------------------------------- | - | ----------- | - | - | ----------- | -
|Net deferred income tax assets, non
      current: |   |             |   |   |             |  
|Remediation and reclamation costs                  | $ | 215,999     |   | $ | 211,407     |  
|Net operating loss carry forwards                  |   | 20,347,609  |   |   | 18,461,942  |  
|Temporary differences arising from mineral         |   |             |   |   |             |  
|properties and building, plant
      and equipment |   | 2,749,873   |   |   | 2,654,622   |  
|Other adjustments                                  |   | 435,474     |   |   | -           |  
|Valuation Allowance                                |   | (23,748,955 | ) |   | (21,327,971 | )
|                                                   | $ | -           |   | $ | -           |  

The Company adopted the provisions of FASB Interpretation No.
  48, Accounting for Uncertainty in Income Taxes (FIN 48) effective December
  1, 2007. The purpose of FIN 48 is to clarify and set forth consistent rules for
  accounting for uncertain tax positions in accordance with Statement of Financial
  Accounting Standards No. 109, Accounting for Income Taxes. The cumulative
  effect of applying the provisions of this interpretation are required to be
  reported separately as an adjustment to the opening balance of retained earnings
  in the year of adoption. The adoption of this standard did not have an impact on
  the financial condition or the results of the Companys operations.

Deferred income tax assets are determined based on differences
  between the financial statement reporting and tax bases of assets and
  liabilities and are measured using the enacted tax rates and laws in effect when
  the differences are expected to reverse. The measurement of deferred income tax
  assets is reduced, if necessary, by a valuation allowance for any tax benefits,
  which are, on a more likely than not basis, not expected to be realized. The
  effect on deferred income tax assets and liabilities of a change in tax rates is
  recognized in the period that such tax rate changes are enacted.

At November 30, 2008, the Company had losses carried forward
  totaling $36,324,000 available to reduce future years income for U.S. income
  tax purposes which expire in various years to 2028. In addition, we had losses
  carried forward in Canada totaling CDN$23,500,000 which expire in various years
  to 2028.

Note 15  Commitments and Contingencies

a) Severance Agreements with Directors

The Company has entered into compensation agreements with two
  officers and directors of the Company. The agreements provide for severance
  arrangements where a change of control of the Company occurs, as defined, and
  the directors are terminated. The compensation payable to the two directors
  aggregates $4,100,000 (2007: $4,100,000) plus the amount of annual bonuses and
  other benefits that they would have received in the eighteen months following
  termination.

F - 25

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 15  Commitments and Contingencies (Continued)

b) Indemnity Agreements with Directors

On October 27, 2008, the Company entered into Indemnity
  Agreements (Agreements) with each of its directors, Garry L. Anselmo, James F.
  Dixon and Stuart McCulloch, a related party, (collectively, the Directors).
  Pursuant to the terms of the Agreements, the Company granted a general
  indemnification to the Directors against all claims and costs that arise out of
  the scope or performance of duties as a director or officer of the Company.

c) Office Lease

The Company entered into a seven year office lease agreement
  expiring in July 2014 for its Vancouver office when obliged to vacate its
  previous lease location at the expiry of the lease. The Companys future minimum
  lease payments under this lease are as follows:

|Years ending November 30, 2009 - 2011 | $ | 371,046 | 
|------------------------------------- | - | ------- | 
|Year ending November 30, 2012         |   | 125,268 | 
|Year ending November 30, 2013         |   | 128,439 | 
|Year ending November 30, 2014         |   | 85,626  | 
|                                      | $ | 710,379 | 

Note 16  Segment Disclosures

a) Reportable Segments

The Company operates in one reportable segment being the
  acquisition, exploration and development of mineral properties. The Companys
  development of low-rank coal-water fuel is in its initial stages and is not a
  reportable segment.

b) Geographical Information

The following presents financial information about geographical
  areas:

|                                |   | 2008      |  |   | 2007      | 
|------------------------------- | - | --------- |  | - | --------- | 
|Comprehensive loss for the year |   |           |  |   |           | 
|Canada                          | $ | 3,797,978 |  | $ | 3,985,004 | 
|United States                   |   | 4,685,128 |  |   | 3,323,153 | 
|                                |   |           |  |   |           | 
|Total                           | $ | 8,483,106 |  | $ | 7,308,157 | 
|                                |   |           |  |   |           | 
|                                |   |           |  |   |           | 
|Long Lived Assets               |   |           |  |   |           | 
|Canada                          | $ | 526,118   |  | $ | 628,383   | 
|United
      States             |   | 2,303,297 |  |   | 2,542,312 | 
|                                |   |           |  |   |           | 
|Total                           | $ | 2,829,415 |  | $ | 3,170,695 | 

F - 26

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 17  Supplemental Cash Flow Information

Investing and financing activities that do not have a direct
  impact on current cash flows are excluded from the cash flow statements. A
  summary of non-cash transactions and other cash information for the years ended
  November 30, 2008 and 2007 is as follow:

|                                                                              |   | Years ended November 30, | 
|----------------------------------------------------------------------------- | - | ------------------------ | 
|                                                                              |   | 2008                     | 
|Changes in non-cash financing and investing
      activities:                 |   |                          | 
|Common stock issued for
      consulting services                             | $ | 1,040,000                | 
|Common stock issued for subscriptions
      received                          |   | 275,136                  | 
|Mineral claims royalty
      payable changes at period-end for mineral rights |   | 30,000                   | 
|Loss on disposal of property, plant and
      equipment                       |   | 111,383                  | 
|Write-down of property,
      plant and equipment                             |   | 31,550                   | 
|                                                                              |   |                          | 
|Other cash flow information:                                                  |   |                          | 
|Interest paid                                                                 | $ | 18,651                   | 

Note 18  Legal Proceedings

On July 24, 2008, Smith Canciglia Consulting, Inc. (SCC)
  filed a complaint against the Company and Garry L. Anselmo in Circuit Court,
  Loudoun County, Virginia following a dispute concerning the terms of a
  Consulting Agreement to which SCC and the Company were parties. The complaint
  sought compensatory damages in the amount of $1,535,366 (plus prejudgment
  interest), $3,000,000 in punitive damages, $3,450,000 as part of a trebling of
  damages on a state unfair business act claim, and attorneys fees. The Company
  and Mr. Anselmo thereafter caused the case to be successfully removed to the
  U.S. District Court, Eastern District of Virginia, and filed a motion to dismiss
  with the court. On September 30, 2008, SCC voluntarily dismissed the case
  against the Company and Mr. Anselmo.

On February 20, 2009, the Company and SCC entered into a
  Release and Settlement Agreement. Pursuant to the agreement, the Company has
  paid US $25,000 to reimburse SCC for its claimed expenses and has issued
  18,109,800 unrestricted shares of the Companys common stock.

The Company is not a party to any pending legal proceeding, nor
  is the Companys property the subject of any pending legal proceeding. The
  Company also is not aware of any other proceedings.

Note 19  Subsequent Events

Subsequent to November 30, 2008, the Company:

|a) | issued 18,260,870 shares at a price of $0.00383 per share
      for the aggregate proceeds of $70,000 in December 2008 and issued
      19,250,000 shares at a price of $0.004 for the aggregate proceeds of
      $77,000 in February 2009.                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|b) | received $135,000 for 16,875,000 restricted common shares
      at a price of $0.008 per share issued in accordance with subscription
      agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|c) | adopted the 2009 Equity Compensation Plan (the Plan) on
      January 29, 2009 to encourage certain directors, officers, employees, and
      consultants of the Company to acquire and hold stock in the Company as an
      added incentive to remain with the Company and to increase their efforts
      in promoting the interests of the Company and to enable the Company to
      attract and retain capable individuals. The number of shares issued under
      the Plan may not exceed 130,000,000 in aggregate. On January 29, 2009, the
      Company filed a registration statement on Form S-8 to register all
      130,000,000 of such shares.

F - 27

---

|SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|November 30, 2008 and 2007                    
|(Stated in
      United States Dollars)       

Note 19  Subsequent Events (Continued)

|d) | entered into five consulting agreements and amended two
      consulting agreements during 2009 with seven individuals for various
      corporate planning and business development services to the Company.
      Pursuant to these consulting agreements, the Company issued an aggregate
      of 25,000,000 shares at a price of $0.03 per share totaling $750,000 and
      26,000,000 shares at a price of $0.0125 per share totaling $325,000
      respectively as consulting service fees in January 2009; and issued
      6,000,000 shares at a price of $ 0.0085 totaling $51,000 and 6,555,000
      shares at a price of $0.0087 totaling $57,000 respectively as consulting
      service fees in February 2009.                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|e) | entered into a Release and Settlement Agreement with SCC
      (Refer to Note 18, above) on February 20, 2009. Pursuant to the agreement,
      the Company paid US $25,000 to reimburse SCC for its claimed expenses and
      issued 18,109,800 unrestricted shares of the Companys common stock to SCC
      as settled consulting fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|f) | suspended an amended Retainer Agreement originally signed
      September 2, 2005 and issued 2,000,000 unrestricted shares of the
      Companys common stock at a price of US $0.01 per share totaling $20,000
      as a final payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|g) | sold 29.83 troy ounces of gold for net proceeds of
      $24,095 in January 2009 and sold 25.15 troy ounces of gold for net
      proceeds of $28,357 in February 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|h) | had 40,349,230 of common stock purchase warrants expire:
      21,538,461 of the Companys common stock purchase warrants expired in
      January 2009 and 18,810,769 of the Companys common stock purchase
      warrants expired in February 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|i) | had 8,400,000 of granted stock options with a weighted
      average price of $0.051 expire.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|j) | disposed of some equipment for net proceeds of
      $97,510.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|k) | On March 1, 2009, the Company signed a Corporate Finance
      Advisors and Consulting Agreement with a UK registered company (the
      Facilitator) to provide consulting and financial management,
      restructuring and introduction or development of a financeable structure,
      in order to raise capital, debt or equity in the range of US $25,000,000
      to $50,000,000, while providing other consulting services to the Company.
      The financing amount relates to the requirements of the development plan
      for the Nolan Mine in Alaska. In accordance with the consulting agreement,
      on March 1, 2009, the Company signed a Corporate Facilitator Finders Fee
      Agreement wherein the Facilitator is entitled to receive a cash finders
      fee equal to 10% for an investment amount of up to $300,000, 7.5% for an
      amount up to $1,000,000, and 5% for amounts greater than $1,000,000 of the
      financing transaction proceeds received by the
      Company.

F - 28

---



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

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

ITEM 8A. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures and our
internal control over financial reporting as of November 30, 2008, being the
date of our most recently completed fiscal year end. This evaluation was carried
out with the participation of our Chief Executive Officer and Chief Financial
Officer, Garry L. Anselmo. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures and our internal control over financial reporting are effective to
ensure, among other things, that the information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is accumulated,
recorded, processed, communicated, and reported within the time periods
specified by the rules and forms of the Securities and Exchange Commission.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, our principal executive
and principal financial officers, or persons performing similar functions, and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:

| | (1) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect our transactions and dispositions of
      assets;                                                                                                                                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                          
| | (2) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures are being made only in accordance with
      authorizations of our management and directors; and
| |     |                                                                                                                                                                                                                                                                                                                                          
| | (3) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of our
      assets that could have a material effect on our financial
    statements.                                                                                                                       

During our most recently completed fiscal year ended November
30, 2008, there were no changes that had a material effect on, or are reasonably
likely to affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION.

Not applicable.

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

Our current executive officers and directors are:

|Name                    | Age | Position                                                                                                   
|----------------------- | --- | -----------------------------------------------------------------------------------------------------------
|Garry L. Anselmo        | 65  | Chairman of the
      Board of Directors; President, Chief Executive Officer, Chief Financial
      Officer
|James F. Dixon (1)      | 61  | Director                                                                                                   
|Stuart C. McCulloch (1) | 73  | Director                                                                                                   
|John R. Mackay          | 76  | Secretary                                                                                                  

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

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

61

---

Garry L. Anselmo

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

James F. Dixon

Mr. Dixon has been one of our directors since May 6, 1988. Mr.
Dixon practices as a lawyer in Vancouver, British Columbia. He holds a Bachelor
of Commerce and a Bachelor of Law degree.

Stuart C. McCulloch

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

John R. Mackay

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

Family Relationships

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

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

Involvement in Certain Legal Proceedings

None.

Terms of Office

Our directors are elected to hold office until the next annual
meeting of our shareholders and until their respective successors have been
elected and qualified. Our executive officers are appointed by our board of
directors to hold office until their successors are appointed. The last annual
meeting of our shareholders was held on December 9, 2008.

Audit Committee

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

62

---

Code of Ethics

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

Compliance With Section 16(a) of the Exchange Act

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

ITEM 10. EXECUTIVE COMPENSATION.

Executive Compensation

The following summary compensation table sets forth certain
compensation information for Mr. Garry L. Anselmo, our principal executive
officer, and for certain other officers of the Company who received compensation
in excess of $100,000 during our last completed fiscal year.

SUMMARY COMPENSATION TABLEName and 
        principal 
        position (a)
      Year 
        (b)
      Salary 
        ($) 
        (c)
      Bonus 
        ($) 
        (d)
      Stock 
        Awards 
        ($) 
        (e)
      Option 
        Awards 
        ($) 
        (f)
      Non-Equity 
        Incentive Plan 
        Compensation 
        ($) 
        (g)
      Nonqualified 
        Deferred 
        Compensation 
        Earnings 
        ($) 
        (h)
      All Other 
        Compensation 
        ($) 
        (i)
      Total 
        ($) 
        (j)Garry L Anselmo, (1)
        Principal Executive 
        Officer, Principal Financial 
        Officer, President, Director
      2008
      0
      0
      0
      0
      0
      0
      0
      02007
      0
      0
      0
      341,439
      0
      0
      0
      341,439Irma Mungal, (2)
        Vice-President, 
        Administration
      2008
      0
      0
      0
      0
      0
      0
      150,000
      150,0002007
      0
      0
      0
      0
      0
      0
      73,059
      73,059Karsten Eden, (3)
        Vice President, 
        Exploration of Silverado 
        Gold Mines Inc.
      2008
      0
      0
      0
      0
      0
      0
      181,154
      181,1542007
      0
      0
      0
      23,901
      0
      0
      180,000
      203,901Daniel L. Basketfield, (4)
        Vice President, Silverado 
        Gold Mines Inc. and 
        Silverado Green Fuel Inc.
      2008
      0
      0
      0
      0
      0
      0
      139,936
      139,9362007
      0
      0
      0
      23,901
      0
      0
      95,564
      119,465John R. Mackay, (5)
        Secretary
      2008
      0
      0
      0
      0
      0
      0
      116,500
      116,5002007
      0
      0
      0
      23,901
      0
      0
      120,000
      143,901


|(1) | Mr. Anselmo was granted 10,000,000 options on January 11,
      2007. The options have an exercise price of $0.07, vested immediately, and
      expire on January 11, 2013. The value of the option award was computed in
      accordance with the provisions of FAS 123R.                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Effective September 1, 2008, Ms. Mungal is no longer an
      officer of the Company. Ms. Mungals service fees were paid through
      Tri-Con payroll, and the Company reimbursed her service fees to Tri-Con
      based on the service agreements with Tri-Con.                                                                                                                                                                                                                                                                                              
|(3) | Effective December 26, 2008, Mr. Eden is no longer an
      officer of the Company. Mr. Eden was granted 700,000 options on January
      11, 2007. The options have an exercise price of $0.07, vested immediately,
      and expire on January 11, 2013. The value of the option award was computed
      in accordance with the provisions of FAS 123R. Mr. Edens service fees
      were paid through Tri-Con payroll, and the Company reimbursed his service
      fees to Tri-Con based on the service agreements with Tri-Con.                           
|(4) | Effective December 26, 2008, Mr. Basketfield is no longer
      an officer of the Company. Mr. Basketfield was granted 700,000 options on
      January 11, 2007. The options have an exercise price of $0.07, vested
      immediately, and expire on January 11, 2013. The value of the option award
      was computed in accordance with the provisions of FAS 123R. Mr.
      Basketfields service fees were paid through Tri-Con payroll, and the
      Company reimbursed his service fees to Tri-Con based on the service
      agreements with Tri-Con.

63

---

|(5) | Mr. Mackay was granted 700,000 options on January 11,
      2007. The options have an exercise price of $0.07, vested immediately, and
      expire on January 11, 2013. The value of the option award was computed in
      accordance with the provisions of FAS 123R. Mr. Mackays service fees were
      paid through Tri-Con payroll, and the Company reimbursed his service fees
      to Tri-Con based on the service agreements with Tri-
Con.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Outstanding Equity Awards At Fiscal Year-End

The following table sets forth information regarding
outstanding equity awards of Mr. Anselmo at our fiscal year ended November 30,
2008 and other executive officer of the Company received compensation from the
Company in excess of $100,000 during our last completed fiscal year ended
November 30, 2008.

|OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END                                                                             
|-------------------------------------------------------------------------------------------------------------------------
|OPTION AWARDS                                                                                                            
|Name 
        (a)                                                                                                        
|Garry L. Anselmo, 
        Principal Executive 
        Officer, Principal Financial 
        Officer, President         
|15,000,000                                                                                                               
|6,000,000                                                                                                                
|2,500,000                                                                                                                
|3,000,000                                                                                                                
|Total                                                                                                                    
|Karsten Eden, 
        Vice President, 
        Exploration of Silverado 
        Gold Mines Inc.                        
|1,000,000                                                                                                                
|Total                                                                                                                    
|Daniel L. Basketfield, 
        Vice President, Silverado 
        Gold Mines Inc. and 
        Silverado Green Fuel Inc.
|Total                                                                                                                    
|Warrack G. Willson, 
        Vice President, Silverado 
        Green Fuel Inc.                                          
|3,000,000                                                                                                                

64

---

1,500,000
    0
    0
    0.05
    July 8,
      2011
    0
    0
    0
    0500,000
    0
    0
    0.05
    January 8, 2011
    0
    0
    0
    0500,000
    0
    0
    0.05
    December 4, 2008
    0
    0
    0
    0Total
    7,500,000
    0
    0
    
    
    0
    0
    **0**
    0John R. Mackay, Secretary
    700,000
    0
    0
    0.07
    January 11, 2013
    0
    0
    0
    02,000,000
    0
    0
    0.05
    January 4, 2013
    0
    0
    0
    01,500,000
    0
    0
    0.05
    June
      30, 2011
    0
    0
    0
    0500,000
    0
    0
    0.05
    December 4, 2008
    0
    0
    0
    0Total
    4,700,000
    0
    0
    
    
    0
    0
    **0**
    0


Compensation of Directors

Except as disclosed under Executive Compensation above with
respect to Mr. Anselmos compensation, our directors were not compensated during
the Companys last completed fiscal year.

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

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

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

The following table sets forth certain information concerning
the Companys common shares owned beneficially as of March 6, 2009 by: (i) each
person (including any group) known by the Company to own beneficially more
than five percent (5%) of any class of the Companys voting securities, (ii)
each director of the Company, (iii) each executive officer of the Company, and
(iv) all directors and executive officers of the Company as a group. As of March
6, 2009 no person is known to us to beneficially own more than 5% of our
outstanding common shares. Unless otherwise indicated, the shareholders listed
possess sole voting and investment power with respect to the shares listed.

Title of Class
    Name and Address of
      Beneficial Owner
    Number of Common
      Shares
    Percentage of Common
      Shares(1)Common Shares
    Garry L. Anselmo, Director,
      President, Chief Executive Officer and Chief Financial Officer
    37,550,007(2)
    3.42%Common Shares
    James F. Dixon, Director
    8,014,484(3)
    0.73%Common Shares
    Stuart McCulloch, Director
    6,633,400(4)
    0.60%Common Shares
    John R. Mackay, Secretary
    4,300,000(5)
    0.39%


65

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Common Shares
    All Directors and
      Executive Officers as a Group (4 persons)
    56,497,891(6)
    5.14%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on February 10, 2009. As of March 6, 2009,
      there were 1,098,612,771 common shares of the Company issued and
      outstanding.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | Consists of 4,050,000 shares held by Garry L. Anselmo, 7
      shares owned by Tri-Con Mining Ltd, and 33,500,000 shares that can be
      acquired by Mr. Anselmo upon exercise of options to purchase shares held
      by Mr. Anselmo within 60 days of the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(3) | Consists of 214,484 shares held directly and indirectly
      by James F. Dixon and 7,800,000 shares that can be acquired by Mr. Dixon
      upon exercise of options to purchase shares held by Mr. Dixon within 60
      days of the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4) | Consists of 33,400 shares held by Stuart McCulloch and
      6,600,000 shares that can be acquired by Mr. McCulloch upon exercise of
      options to purchase shares held by Mr. McCulloch within 60 days of the
      date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(5) | Consists of 100,000 shares held by Mr. Mackay and
      4,200,000 shares that can be acquired by Mr. Mackay upon exercise of
      options to purchase shares held by Mr. Mackay within 60 days of the date
      hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(6) | Consists of 4,397,891 shares held by our directors and
      executive officers and 52,100,000 shares that can be acquired by our
      directors and executive officers upon exercise of options to purchase
      shares held by our directors and executive officers within 60 days of the
      date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Changes in Control

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

Securities Authorized For Issuance Under Equity
Compensation Plans

Set forth in the table below is information regarding
outstanding equity awards made under equity compensation plans through November
30, 2008, the end of the most recently completed fiscal year.

|                                        | Number of        | Weighted         | Number of    
|--------------------------------------- | ---------------- | ---------------- | -------------
|                                        | securities to be | average exercise | securities   
|                                        | issued upon      | price of         | available for
|                                        | exercise of      | outstanding      | future plan  
|                                        | outstanding      | options,         | issuance     
|                                        | options,         | warrants, and    |              
|                                        | warrants, and    | rights           |              
|                                        | rights           |                  |              
|Plan Category                           |                  |                  |              
|Equity compensation
      plans         | N/A              | N/A              | N/A          
|approved by security holders            |                  |                  |              
|Equity compensation plans not           |                  |                  |              
|approved by security holders            |                  |                  |              
|2007-1 Equity Compensation Plan         | N/A              | N/A              | 2,300,000    
|2007 Stock Option Plan                  | 19,900,000       | $0.07            | N/A          
|Equity Compensation Plans Prior to 2007 | 50,500,000       | $0.05            | N/A          

66

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There was no stock option plan adopted for fiscal year 2008.

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

On January 11, 2007, our Board of Directors adopted the 2007
Stock Option Plan (the "2007 Plan"). The 2007 Plan authorizes the issuance of
options to purchase our common stock to directors, officers, employees, and
eligible consultants. We reserved 25,000,000 shares of our Common Stock for
awards to be made under the 2007 Plan. On February 20, 2007, we filed a
registration statement on Form S-8 to register all 25,000,000 of such shares.
The 2007 Plan is to be administered by a committee of two or more members of the
Board of Directors. The 2007 Plan allows for the issuance of incentive stock
options (which can only be granted to employees) and non-qualified stock
options. The committee shall determine the type of option granted, the exercise
price, the option term (which may be no more than ten years), and terms and
conditions of exercisability.

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

Tri-Con Mining Group

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

The Tri-Con Mining Group are operations, exploration and
development contractors, and have been employed by us under contract since 1972
to carry out all of our fieldwork and to provide administrative and management
services. Under the current contracts dated January 1, 1997, work is charged at
cost plus 25% for property acquisition, exploration and development and cost
plus 15% for mining operations and reclamation. Cost includes out of pocket or
actual cost plus 15% charge for office overhead including stand by and
contingencies. Capital purchases are exempt from any support charges. Services
of the directors of the Tri-Con Mining Group are charged at a rate of $75 CDN
per hour. Services of the directors of the Tri-Con Mining Group who are also our
directors, namely Mr. Anselmo, are not charged. In addition, by agreements the
Company paid a base administration fee of $10,000 CDN per month to Tri-Con
Mining Ltd. and $10,000 US per month to Tri-Con Mining Inc., respectively. We
are in arrears in the amount of $1,076,881 to the Tri-Con Group as of November
30, 2008 in connection with corporate planning, mining, drilling, engineering
and preparation for year round production on the Companys Nolan property;
mining administration services at both the field and corporate offices, and
administration services connected with the Low-Rank Coal-Water fuel project. At
November 30, 2007, we were in arrears $1,214,717 to the Tri-Con Mining Group for
exploration, development and administration services. For the years 2007 and
2008, the Tri-Con Mining Groups services focused mainly on test mining
activities on the Nolan property, the low-rank coal-water fuel program as well
as corporate planning, exploration, engineering, and, and administration
services at both our field and corporate offices.

The aggregate amounts billed by the Tri-Con Group for
disbursements and for services rendered by the Tri-Con Group personnel are as
follows:

|                                                                   |   | 2008      |  |   | 2007      | 
|------------------------------------------------------------------ | - | --------- |  | - | --------- | 
|                                                                   |   |           |  |   |           | 
|Exploration, development and field services                        | $ | 3,878,670 |  | $ | 5,557,108 | 
|Office, Administrative and Management services                     |   | 1,192,353 |  |   | 1,355,619 | 
|                                                                   |   |           |  |   |           | 
|                                                                   | $ | 5,071,023 |  | $ | 6,912,727 | 
|                                                                   |   |           |  |   |           | 
|Amount of total charges in excess of Tri-Con costs incurred        | $ | 1,176,926 |  | $ | 1,243,430 | 
|                                                                   |   |           |  |   |           | 
|Excess amount charged as a percentage of total amount
      billed |   | 23.21%    |  |   | 17.99%    | 

67

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Stock Option Grants

No stock options were granted to directors or executive
officers during the fiscal year ended November 30, 2008.

Director Independence

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

ITEM 13. EXHIBITS

|Number | Description of Exhibit                                                                                                                                                                              
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1    | Articles of
        Incorporation of the Company (1)                                                                                                                                                
|3.2    | Amendment to Articles of Incorporation
        of the Company (2)                                                                                                                                   
|3.3    | Altered Memorandum
        of the Company (3)                                                                                                                                                       
|3.4    | Amendment to Articles of Incorporation
        of the Company (7)                                                                                                                                   
|4.1    | Share certificate
        representing common shares of the capital of the Company (1)                                                                                                              
|10.1   | Agreement for Conditional Purchase
        and Sale of Mining Property between the Company and Roger C. Burggraf
        dated October 6, 1978  Grant Mine Property (1)                            
|10.2   | Agreement for
        Conditional Purchase and Sale of Mining Property between the Company and
        Paul Barelka, Donald May and Mark Thoennes dated May 12, 1979  St.
        Paul Property (1)
|10.3   | Lease of Mining Claims with
        Option to Purchase between the Company and Alaska Mining Company, Inc.
        dated February 3, 1995  Hammond Property (4)                                    
|10.4   | Change of Control
        Agreement between the Company and Garry L. Anselmo dated May, 1995(6)                                                                                                     
|10.5   | Change of Control Agreement
        between the Company and James Dixon dated May, 1995 (6)                                                                                                         
|10.6   | Amendment to
        Change of Control Agreement between the Company and Garry L. Anselmo (6)                                                                                                       
|10.7   | Operating Agreement between
        the Company and Tri-Con Mining Ltd. Dated January 1, 1997 (5)                                                                                                   
|10.8   | Operating Agreement
        between the Company and Tri-Con Mining Inc. dated January 1, 1997 (6)                                                                                                   
|10.9   | Operating Agreement between
        the Company and Tri-Con Mining Alaska Inc. dated January 1, 1997 (6)                                                                                            
|10.10  | Contract between
        the Company and Dr. Warrack Willson dated March 19, 2001 (6)                                                                                                               
|10.11  | Equipment Lease Agreement between
        the Company and Airport Equipment Rentals Inc. dated October 11, 2002
        (6)                                                                         
|10.12  | Form of Warrant
        Exercise Agreement between the Company and certain of the selling security
        holders (8)                                                                              
|10.13  | Form of Delay Agreement between
        the Company and certain of the Selling Shareholders (8)                                                                                                     
|10.14  | 2006 Stock Option
        Plan (10)                                                                                                                                                                 
|10.15  | 2006-II Stock Option Plan (11)                                                                                                                                                                      
|10.16  | 2007 Stock Option
        Plan (12)                                                                                                                                                                 
|10.17  | Shared Well Agreement between
        the Company and Sukakpak, Inc., dated May 17, 2007 (14)                                                                                                       
|10.18  | 2007-1 Equity
        Compensation Plan (13)                                                                                                                                                        
|10.19  | Lease Agreement between the
        Company and TA Properties (Canada) Ltd., dated March 30, 2007 (15)                                                                                              
|10.20  | Indemnity Agreements
        between the Company and Garry L. Anselmo, Stuart C. McCulloch, and James
        F. Dixon, each dated October 27, 2008 (16)                                            
|10.21  | 2009 Equity Compensation Plan
        (17)                                                                                                                                                          
|14.1   | Code of Ethics
        (9)                                                                                                                                                                          
|31.1 * | Certification
        of Principal Executive Officer pursuant to Section 302 of the Sarbanes-
        Oxley Act of 2002                                                                             
|31.2 * | Certification
        of Principal Financial Officer pursuant to Section 302 of the Sarbanes-
        Oxley Act of 2002                                                                             
|32.1 * | Certification
        of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                               
|32.2 * | Certification
        of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                               

|(1) | Filed as an exhibit to the Companys Registration
      Statement on Form 10 filed initially on May 11, 1984, as
  amended.
|--- | ---------------------------------------------------------------------------------------------------------------------------

68

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|(2)  | Filed as an exhibit to the
      Companys Quarterly Report on Form 10-Q filed on July 15, 1997.                   
|---- | -------------------------------------------------------------------------------------------------------------------
|(3)  | Filed as an exhibit to the
      Companys Current Report on Form 8-K filed on September 11, 2002.                 
|(4)  | Filed as an exhibit to the
      Companys Annual Report on Form 10-K for the year ended November 30, 1995.        
|(5)  | Filed as an exhibit to the
      Companys Annual Report on Form 10-K for the year ended November 30, 1996.        
|(6)  | Filed as an exhibit to the
      Companys Annual Report on Form 10-KSB for the year ended November 30,
      2002 
|(7)  | Filed as an exhibit to the
      Companys Current Report on Form 8-K filed on June 13, 2003.                      
|(8)  | Filed as an exhibit to the
      Companys Registration Statement on Form SB-2 filed on May 19, 2004.              
|(9)  | Filed as an exhibit to the
      Companys Quarterly Report on Form 10-QSB filed on July 15, 2004.                 
|(10) | Filed as an exhibit to the
      Companys Registration Statement on Form S-8 filed on April 11, 2006.             
|(11) | Filed as an exhibit to the
      Companys Registration Statement on Form S-8 filed on March 31, 2006.             
|(12) | Filed as an exhibit to the
      Companys Registration Statement on Form S-8 filed on February 20, 2007.          
|(13) | Filed as an exhibit to the
      Companys Registration Statement on Form S-8 filed on September 7, 2007.          
|(14) | Filed as an exhibit to the
      Companys Annual Report on Form 10-KSB for the year ended November 30,
      2007.
|(15) | Filed as an exhibit to the
      Companys Quarterly Report on Form 10-QSB filed on July 15, 2008.                 
|(16) | Filed as exhibits to the
      Companys Current Report on Form 8-K filed on October 29, 2008.                     
|(17) | Filed as an exhibit to the
      Companys Registration Statement on Form S-8 filed on January 29, 2009.           
|*    | Filed herewith.                                                                                                    

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

|                    |   | Fiscal years ended | 
|------------------- | - | ------------------ | 
|                    |   | November 30        | 
|                    |   | 2008               | 
|Audit Fees:         | $ | 87,443             | 
|Audit Related Fees: | $ | 48,708             | 
|Tax Fees:           |   | 28,340             | 
|All Other Fees:     |   | 16,500             | 
|Total:              | $ | 180,991            | 

Audit Fees

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

Audit-Related Fees

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

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

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

69

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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.                    
|-------------------- | ---------------------------------------------
|                     |                                              
|                     |                                              
|                     |                                              
|Date: March 13, 2009 | By: /s/ Garry L. Anselmo                     
|                     | Garry L. Anselmo,                            
|                     | President, Chief Executive Officer (Principal
|                     | Executive Officer), and Chief Financial      
|                     | Officer (Principal Accounting Officer)       

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

|Date: March 13, 2009 | By: /s/ Garry L. Anselmo                     
|-------------------- | ---------------------------------------------
|                     | Garry L. Anselmo,                            
|                     | President, Chief Executive Officer (Principal
|                     | Executive Officer), and Chief Financial      
|                     | Officer (Principal Accounting Officer)       
|                     |                                              
|                     |                                              
|Date: March 13, 2009 | By: /s/ James F. Dixon                       
|                     | James F. Dixon,                              
|                     | Director                                     
|                     |                                              
|                     |                                              
|Date: March 13, 2009 | By: /s/ Stuart McCulloch                     
|                     | Stuart McCulloch,                            
|                     | Director                                     

70

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