FORM 10-K


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1996.

     Commission file number 0-12132


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


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


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

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


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

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

The Company's Common Stock trades on the NASDAQ Small Cap Market under the
trading symbol GOLDF
(Name of each exchange on which registered)

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

Yes |X|  No |_|

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

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

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

Documents incorporated by Reference:  The Company's Proxy Statement for the 1997
Annual Meeting of shareholders is incorporated by reference into Part III, Items
10, 11, 12, and 13.


<PAGE>
                                       2
    
                                     PART I

ITEM 1
------

     BUSINESS

(a)  General Development of Business

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

Silverado's  exploration and development activities are managed and conducted by
an affiliated company,  Tri-Con Mining Ltd. ("Tri-Con") pursuant to an operating
agreement.  Tri-Con is a  privately  owned  corporation  controlled  by Garry L.
Anselmo,  who is Chairman  and a director of  Silverado.  During the fiscal year
ended November 30, 1996,  Silverado had a single employee,  its President,  J.P.
Tangen.  Subsequent  to year end,  Mr.  Tangen  relinquished  his  office to Mr.
Anselmo,  who assumed the duty of President on an unpaid basis. Mr. Anselmo held
that office  previously.  Mr. Tangen retained his position as an unpaid director
of the Company.

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

The Ester  Dome  Project  comprises  a  contiguous  group of 404  claims  and 14
prospecting sites totaling 20 square miles,  including the Grant Mine, the Range
Mineral  Property,  the St.  Paul / Barelka  Property  and the Dobb's  Property,
located in the Fairbanks Mining District, Alaska. The Company commenced drilling
on a  number  of gold  anomalies  late  in  1994,  and  continued  its  drilling
activities on the property in 1995 and 1996.

The Nolan Gold  Project  consists of 209 Federal  placer  claims and 179 Federal
lode claims located eight miles west of Wiseman, Alaska. Included in the Project
are the Nolan Placer,  Nolan Lode,  Thompson's  Pup,  Dionne  (Mary's Bench) and
Smith Creek  properties.  The Company  commenced placer gold production from the
Dionne Property in November,  1993 and continued development and production from
this property through 1996.

The  Hammond  Property,  consisting  of 27 Federal  placer  and 36 Federal  lode
claims,  was  acquired  by the Company in  December  1994 to increase  potential
reserve  development in conjunction with the Company's placer mining  operations
on the adjoining Nolan Gold Project.

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

The Whiskey  Gulch  Property  consisting  of four  claims,  was  acquired by the
Company in 1996 to further  enhance its Marshall  Dome Property by virtue of its
proximity to those claims.

The Chatanika  Property  represents 774 mining claims and 24  prospecting  sites
newly  staked by the  Company in 1996.  This  property,  approximately  20 miles
northwest of Fairbanks, covers a total area of 53.86 square miles.

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

(b)  Financial Information Re: Industry Segments

The Company operates in one industry segment, mining.

<PAGE>
                                       3

(c)   Plan of Operation

In  response  to  increasing  activity in the  Fairbanks  area,  the Company has
accelerated its development plans for its gold deposits on Ester Dome based upon
data it has  accumulated  from  the work of ACNC  (American  Copper  and  Nickel
Company, a previous joint-venture partner of Silverado) over four years and upon
Silverado's  new work,  presently in progress.  It is  Silverado's  intention to
bring this  property  into  production  as soon as  practical,  at the Company's
discretion.  The Company is currently seeking additional capital to continue its
efforts  to  develop  this  property,  though  presently  there  is no  specific
commitment by any party to provide such additional capital.


The Company  continued to mine some of the  gold-bearing  gravels from  deposits
previously  discovered  on the Nolan Gold  Project  near  Wiseman,  Alaska.  The
Company has recovered  almost 14,000 ounces of gold from this project since 1994
and plans to continue its on-going  process of reserve  development,  production
and reclamation.

Silverado,  on August 4,  1989,  assigned  its Eagle  Creek  Property  to Can-Ex
Resources (U.S.), Inc. for a retained net profits interest.  Silverado retains a
$5 million royalty interest in this property.

In the Alaskan arctic, the Company plans to continue  exploration of its Hammond
Property as funds become  available;  and in Canada,  intends to keep its French
Peak Property in good standing.

Mining  activities in the United States are subject to regulation and inspection
by the Mining,  Safety and Health Administration of the United States Department
of Labor.  In addition,  Silverado's  activities  are  regulated by a variety of
Federal, state, provincial and local laws and regulations relating to protection
of the environment.  The operation of mining  properties also requires a variety
of permits from governmental  agencies.  While there can be no assurance that in
the future environmental concerns will not lead to restrictions upon Silverado's
operations  at one or more  properties,  Silverado  believes it has obtained all
permits necessary for planned operations in 1997.

(d)  Financial  Information  about  Foreign and Domestic  Operations  and Export
     Sales

The following  table sets out selected  financial  data for each of  Silverado's
fiscal years ended  November 30, 1996,  1995 and 1994,  by country of origin for
information purposes only. For accounting purposes,  however, the registrant has
only one reportable geographic segment.

                                               YEAR ENDED NOVEMBER 30,
                                             1996           1995           1994
                                      -----------    -----------    -----------

REVENUE (UNITED STATES)               $   298,124    $ 3,053,289    $ 1,515,762
Gold  recoveries applied  to  
deferred exploration and development
  Canada                              $      --      $      --      $      --
  United States                              --             --          143,250
                                      -----------    -----------    -----------

                                      $   298,124    $ 3,053,289    $ 1,659,012
                                      ===========    ===========    ===========
Income (loss) for the year
  Canada                              $(3,461,717)   $(1,615,286)   $(2,148,678)
  United States                          (868,543)    (2,479,270)      (971,692)
                                      -----------    -----------    -----------

                                      $(4,330,260)   $(4,094,556)   $(3,120,370)
                                      ===========    ===========    ===========

END OF PERIOD
Identifiable assets
  Canada                              $ 1,668,233    $   777,156    $   866,857
  United States                        17,143,111     14,362,432     15,629,596
                                      -----------    -----------    -----------

                                      $18,811,344    $15,139,588    $16,496,453
                                      ===========    ===========    ===========

For each of the three years ended November 30, 1996,  1995 and 1994,  there have
been no transfers between geographic segments, nor have there been export sales.

<PAGE>
                                       4

ITEM 2
------

     PROPERTIES

(A)  Registrant's Interest

Silverado holds interests in mineral  properties in the State of Alaska, and the
Province of British Columbia.  During the year the Company continued  production
on its Nolan Gold Project in northern  Alaska,  which began in 1994. The Company
continued development of gold deposits on its Ester Dome Project.

(B)  General Character and Technical Description of Each Property

(1)  ESTER DOME GOLD PROJECT

The Ester Dome Project  encompasses  all of Silverado's  optioned  properties on
Ester Dome,  accessible by road, 10 miles northwest of Fairbanks,  Alaska. These
properties are as follows:

(a)  Grant Mine:
     This property consists of 19 State mineral claims and 6 unpatented  Federal
     mineral claims  subject to payments of 15% of net profits until  $2,000,000
     has been paid and 3% of net profits thereafter.

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

(c)  Range Minerals #2:
     This  property  consists  of 233 State  mineral  claims  subject  to annual
     payments of $30,000,  2% of net smelter returns until  $20,000,000 has been
     paid, and 5% of net profits thereafter.

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

(e)  Dobb's:
     This property  consists of three unpatented  Federal mineral claims subject
     to payments of 15% of net profits until  $1,500,000 has been paid and 3% of
     the net profits thereafter.

(f)  Other Claims:
     A total of 113 additional State mineral claims,  two Federal claims, and 14
     prospecting sites have been located or acquired.

Project Summary

The above  properties,  totaling  20 square  miles in area,  cover most of Ester
Dome. The stream drainages from Ester Dome have yielded over 3,000,000 ounces of
placer  gold.  The  Company's  claims were  located to acquire lode sources from
which this  placer gold was  derived.  Lode gold has been  discovered  in veins,
shears,  and disseminated  into the country rock at a number of locations on the
properties.

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

From  June,  1990 to  November,  1993 ACNC  conducted  exploration  programs  as
operator of the Ester Dome Joint Venture,  including 45,162 feet of drilling. On
the O'Dea Shear,  results from drilling by ACNC and prior results of Silverado's
work defined a body of gold ore estimated to contain 83,000 ounces at a grade of
0.31 oz. of gold per ton.

<PAGE>
                                       5

During  1996  the  Company  continued  definition  of the St.  Paul  ore zone by
completing  over 8,000 feet of trenching  and the first nine holes of a drilling
program.

(2)  MARSHALL DOME PROPERTY

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

(3)  WHISKEY GULCH PROPERTY

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


(4)  CHATANIKA PROPERTY

This  property was newly staked by the Company in 1996 in response to aerial and
ground  anomalies which it observed.  The property is located  approximately  20
miles  northwest  of  Fairbanks,  and  consists  of  774  mining  claims  and 24
prospecting  sites, with a total area of 53.86 square miles. The Company intends
to commence exploration of the property in 1997.

(5)  NOLAN PLACER AND LODE CLAIMS

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

(a)  Nolan Placer:
     This property consists of 152 unpatented  Federal placer claims 100 percent
     owned by Silverado.

(b)  Thompson's Pup:
     This  property  consists of 6  unpatented  Federal  placer  claims,  and is
     subject to a royalty of 3 percent of net profits on 80% of production.

(c)  Dionne (Mary's Bench):
     This  property,  consisting  of 15  unpatented  Federal  placer  claims and
     miscellaneous  mining  equipment,  was  purchased  in 1993  for  $1,000,000
     payable over five years, with payments scheduled to be completed in 1997.

(d)  Smith Creek:
     This  property,  consisting  of 36  unpatented  Federal  placer  claims and
     miscellaneous mining equipment,  was purchased in 1993 for $200,000 payable
     over five years with payments scheduled to be completed in 1998.

(e)  Nolan Lode:
     This property  consists of 179  unpatented  Federal lode claims 100 percent
     owned by Silverado.  The lode claims overlie much of the placer  properties
     and extend beyond them.

Project Summary

Production  of placer  gold from  Nolan  Creek  and its  tributaries  originally
commenced in 1903.  Silverado began acquiring  claims in the area and developing
the placer gold deposits in 1979. Through 1988,  Silverado and a lessee produced
2,400 ounces of gold nuggets.

Due to the angular  nature and  attachment  to quartz of much of the placer gold
recovered,  Silverado  believes the lode source  should be nearby and has staked
lode claims to cover the potential  source areas.  These claims are in an active
exploration  stage,  and quartz veins  containing  gold have been  discovered in
place.

<PAGE>
                                       6

From 1990 to 1993, Silverado conducted reclamation,  exploration and development
in preparation for commencement of production. Initially, production was carried
out on the  Thompson's  Pup  property.  Then,  in  November  1993,  the  Company
commenced production on the Dionne (Mary's Bench) Property. Gold bearing gravels
were mined by underground methods from a frozen bench deposit.  Since the Winter
of 1994/95  almost 14,000 ounces of gold have been  recovered by Silverado  from
these sites, primarily in the form of high-quality nuggets which sell at premium
prices above "spot market".


(6)  HAMMOND PROPERTY

The Hammond Property, consisting of 27 Federal placer claims and 36 Federal lode
claims  covering one and one-half  square miles,  was acquired by the Company in
December 1994. The Company completed a drilling program in 1995 which identified
placer gold deposits  similar to those on the adjoining Nolan Gold Project.  The
lode claims also  extended  the area of interest  for  exploration  for the lode
sources of the placer gold.

(7)  EAGLE CREEK ROYALTY INTEREST

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

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

The property was assigned to Can-Ex Resources (U.S.), Inc. on August 4, 1989 for
a retained 15 percent  net  profits  interest  from  production  to a maximum of
$5,000,000.

(8)  FRENCH PEAK PROPERTY

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

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

Silverado  acquired the property in 1976 and has conducted surface  exploration,
including  diamond drilling,  to expand the known extent of the  mineralization.
Several geochemical / geophysical targets remain to be tested.
The property is in an advanced exploration stage.


ITEM 3
------

     LEGAL PROCEEDINGS

There  are  no  material  legal  proceedings  and to the  best  of  management's
knowledge,  no threatened legal actions, to which Silverado or its subsidiary is
a party or by which it or its properties may be encumbered.


ITEM 4
------

     SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

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

<PAGE>
                                       7

                                    PART II

ITEM 5
------

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

(a)  Market Information

Silverado's  common stock trades on the NASDAQ Small-Cap Market under the symbol
"GOLDF."  Prior to August 11, 1995,  the stock traded under the symbol  "SLVRF".
The following  table  indicates the high and low bid prices of the common shares
during the periods indicated, as published by the NASDAQ:

                       QUARTER ENDED   HIGH BID   LOW BID
                       -------------   --------   -------
                       Feb 28, 1995     15/16       5/8
                       May 31, 1995       1         5/8
                       Aug 31, 1995       1        11/16
                       Nov 30, 1995      7/8       15/32

                       Feb 29, 1996      7/8        3/8
                       May 31, 1996      3/4       15/32
                       Aug 31, 1996     21/32      13/32
                       Nov 30, 1996     23/32       1/2

The foregoing prices represent  inter-dealer  quotations without retail markups,
markdowns, or commissions and do not necessarily represent actual transactions.

(b)  Holders of Common Shares

As at January  20,  1997,  there were 3,284  registered  holders of  Silverado's
common shares, approximately 90% of whom were located in the United States.

(c)  Dividends and Interest

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

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

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

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

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

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

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

<PAGE>
                                       8

Provisions in the Tax Act relating to dividend and interest payments by Canadian
residents  to  persons  resident  in the United  States are  subject to the 1980
Canada - United States Income Tax Convention (the "1980 Convention").  Article X
of the 1980 Convention provides that the rate of non resident withholding tax on
dividends  shall not exceed 10  percent (6 percent  for 1996 and 5% for 1997 and
subsequent  years) of the gross amount of the dividends  where the  non-resident
person who is the beneficial owner of the shares is a corporation  which owns at
least 10 percent of the voting stock of the corporation paying the dividend.  In
other  cases,  the rate of  non-resident  withholding  tax shall  not  exceed 15
percent.

Article  XI of the  1980  Convention  provides  that  the  rate of  non-resident
withholding tax on interest shall not generally  exceed 15 percent (10% for 1996
and subsequent years) of the gross amount of the interest.

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

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

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

ITEM 6
------

     SELECTED FINANCIAL DATA

The following table sets out our selected financial data for each of Silverado's
fiscal years ended November 30, 1996, 1995, 1994, 1993 and 1992.

<TABLE>
<CAPTION>
                                      YEARS ENDED NOVEMBER 30,
                           1996        1995        1994        1993        1992
                       --------------------------------------------------------
                                      000's except per share amounts
<S>                    <C>         <C>         <C>         <C>         <C> 
Revenues               $    298    $  3,053    $  1,516    $   --      $   --


Net  Earnings  (Loss)
for the Year (1)       $ (4,330)   $ (4,095)   $ (3,120)   $    143    $ (1,050)


Earnings  (Loss) Per 
Share Total (1) (2)    $  (0.09)   $  (0.11)   $  (0.09)   $   0.01    $  (0.05)

END OF PERIOD

Assets                 $ 18,811    $ 15,140    $ 16,496    $ 15,929    $  8,420

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

Long-term 
Obligations            $  2,092    $  2,395    $  2,543    $   --      $  2,934

<FN>
(1)  For 1993, after extraordinary item, forgiveness of debt of $1,294,614.
(2)  Loss per share for 1993 was $0.04 before extraordinary item.
(3)  Gold  inventory  is  valued at the lower of  weighted  average  cost or net
     realizable value.
</FN>
</TABLE>

<PAGE>
                                       9

ITEM 7
------

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
     CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources
-------------------------------

The table below sets forth  Silverado's  working  capital and  liquidity for the
years indicated:

<TABLE>
<CAPTION>

                                                               NOVEMBER 30,
                                                        1996          1995           1994
                                                 -----------   -----------    -----------
<S>                                              <C>           <C>            <C>
Cash and cash equivalents                        $ 1,925,469   $   155,849    $   190,724
Other current assets                               1,054,228       462,134      2,180,299
                                                 -----------   -----------    -----------
                                                   2,979,697       617,983      2,371,023
                                                 -----------   -----------    -----------

Accounts payable and accrued liabilities            (351,154)     (527,352)      (553,931)
Loans payable secured by gold inventory              (66,511)     (176,568)          --
Payable to related parties                              --        (851,610)          --
Current portion of mineral claims payable           (179,000)     (330,000)      (200,000)
Current portion of capital lease obligation          (64,939)     (203,203)      (169,765)
                                                 -----------   -----------    -----------
                                                    (661,604)   (2,088,733)      (923,696)
                                                 -----------   -----------    -----------

Working capital (deficiency)                     $ 2,318,093   $(1,470,750)   $ 1,447,327
                                                 ===========   ===========    ===========
</TABLE>

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

The decrease in revenues from gold sales from  $3,053,000 in 1995 to $298,000 in
1996 is attributable to the Company's reduced production schedule from its Nolan
properties as it focused its primary efforts upon its extensive Fairbanks claims
in response to the large amount of competitive activity in that area. As part of
this  process,  the Company was able to further  develop its Ester Dome Project,
develop two other  properties for potential  sale, and to acquire,  by location,
the 53.86 square mile Chatanika property northwest of Fairbanks.

Long  term  liabilities  consist  of the  long  term  portion  of the  Company's
remaining  capital  lease  obligation,  and  the  Company's  two-million  dollar
debenture which has a maturity of July 2, 1999, if not sooner converted.

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

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

<PAGE>
                                       10

     OPERATING RESULTS

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

In November,  1993, the Company commenced  production of placer gold from frozen
bench deposits on the Mary's Bench portion of the Dionne  Property.  Since then,
almost 14,000 ounces of gold have been recovered.  Information gained during the
early  mining  operations  resulted  in a  management  decision to engage in the
construction of a larger  infrastructure  including the construction of a thirty
man camp, a larger  machine shop,  the  acquisition  of several  pieces of earth
moving equipment and a more aggressive drilling program. These costs have yet to
be fully defrayed by production.

The Company continued a limited  production program in 1996 during the course of
reclamation  activities,  as  it  focused  its  primary  efforts  on  expansion,
exploration,  and  development  of  its  Fairbanks  properties  in  response  to
increased  competitive  activity in that area.  The Company  intends to continue
development of both placer and lode gold deposits at Nolan in 1997.

Hammond Property
----------------

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

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

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

Marshall Dome Gold Project
--------------------------

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

Whiskey Gulch Property
----------------------

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

Mining and Environmental Regulation
-----------------------------------

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

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

<PAGE>
                                       11

The Company has accrued a total of $70,000 for further  reclamation on the Nolan
Gold Project.  Additional  remediation work takes place during the normal course
of mining.  In the event of  closure  or  abandonment,  the  additional  cost of
reclamation would not be material. The Company posted bond of $1,500 in January,
1995 with the Alaska Statewide Bond Pool to cover this event.

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

Nature of Claims Under Federal and State Law
--------------------------------------------

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

Other Expenses
--------------
                                     YEARS ENDED NOVEMBER 30,
                                   1996          1995          1994
                            -----------   -----------   -----------
     Other Expenses         $ 4,106,638   $ 2,171,926   $ 2,286,068

The Company's  total other expenses  increased in 1996 as a direct result of the
increase in employment contract expense (see Note 7d) which are in part accrued,
and related to a number of agreements for services in specialized  marketing and
investor  relations  fields.  Depreciation  and  amortization  increased  due to
reclassification  of some of the  company's  assets.  Interest on long term debt
represents the semi-annual  installments on the Company's $2,000,000 convertible
debenture.

As with  most  companies  involved  in the  mining  industry,  the  price of the
Company's  product  (mainly  gold) has a  significant  impact upon the Company's
profitability.  Similarly  the  Company's  costs,  as  reflected  in  labor  and
materials are also affected by inflation.  During the fiscal year ended November
30, 1996, the price of gold remained fairly stable, as did the rate of inflation
and, thus, neither item significantly affected the Company's performance.

New Accounting Standards
------------------------

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

<PAGE>
                                       12

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

ITEM 8
------

         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements listed below were prepared on the basis of
accounting  principles generally accepted in the United States and are expressed
in U.S. dollars. These principles conform, in all material respects,  with those
generally accepted in Canada, except as discussed in Note 1(c).



Auditors' Report                                                         F-1

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

Consolidated Balance Sheets  November 30, 1996 and 1995                  F-2

Consolidated Statements of Operations and Accumulated Deficit,
Years Ended November 30, 1996, 1995 and 1994                             F-3

Consolidated Statements of Cash Flows,
Years Ended November 30, 1996, 1995 and 1994                             F-4

Consolidated Statements of Changes in Share Capital and
Capital Surplus, Years Ended November 30, 1996, 1995 and 1994            F-5

Notes to Consolidated Financial Statements                           F-6 to F-14

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

<PAGE>
                                      F-1

                                AUDITORS' REPORT

To the Shareholders of Silverado Mines Ltd.

We have audited the  consolidated  balance sheets of Silverado  Mines Ltd. as at
November 30, 1996 and 1995,  and the  consolidated  statements of operations and
accumulated deficit, cash flows and changes in share capital and capital surplus
for each of the years in the three year period ended  November  30, 1996.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.  

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

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at November 30, 1996
and 1995,  and the results of its  operations  and the changes in its  financial
position for each of the years in the three year period ended  November 30, 1996
in  accordance  with  generally  accepted  accounting  principles  in the United
States. As required by the Company Act (British  Columbia),  we report,  that in
our opinion, these principles have been applied on a consistent basis.


/S/ KPMG
Chartered Accountants
Vancouver, Canada
January 17, 1997


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

In the United States,  reporting  standards for auditors require the addition of
an  explanatory  paragraph  following the opinion  paragraph  when the financial
statements are affected by the uncertainty of the Company's  ability to continue
as a going  concern,  as discussed in Note 1(a). Our report to th e shareholders
dated  January 17, 1997 is  expressed  in  accordance  with  Canadian  reporting
standards  which do not permit a reference to such  uncertainty in the auditors'
report when the uncertainty is adequately  disclosed in the financial statements
and accompanying notes.


/S/ KPMG
Chartered Accountants
Vancouver, Canada
January 17, 1997

<PAGE>
                                      F-2

SILVERADO MINES LTD.
CONSOLIDATED BALANCE SHEETS
EXPRESSED IN U.S. DOLLARS
<TABLE>
<CAPTION>

Years Ended November 30                                                   1996          1995
                                                                  ------------  ------------
<S>                                                               <C>           <C>
Assets
Current Assets
  Cash and cash equivalents                                       $  1,925,469  $    155,849
  Gold inventory                                                       213,004       389,119
  Accounts receivable                                                   11,265         1,010
  Prepaid expenses                                                     479,959        72,005
  Deferred employment contract expense                                 350,000          --
                                                                  ------------  ------------
                                                                     2,979,697       617,983
Mineral Properties and Development (Note 2)
  Claims and options                                                 2,327,025     1,755,811
  Deferred exploration and development expenditures                 11,286,816    10,084,116
                                                                  ------------  ------------
                                                                    13,613,841    11,839,927
  Less accumulated amortization                                     (1,384,338)   (1,260,834)
                                                                  ------------  ------------
                                                                    12,229,503    10,579,093

Building, Plant and Equipment (Note 3)                               3,503,182     3,806,350

Deferred Financing Fees
(net of amortization of $87,038: 1995 - $49,838)                        98,962       136,162
                                                                  ------------  ------------
                                                                  $ 18,811,344  $ 15,139,588
                                                                  ============  ============

Liabilities and Shareholders' Equity
Current Liabilities
  Accounts payable and accrued liabilities (Note 4)               $    351,154  $    527,352
  Loans payable secured by gold inventory                               66,511       176,568
  Current portion of mineral claims payable  (Note 2a)                 179,000       330,000
  Capital lease obligations - current  (Note 9b)                        64,939       203,203
  Payable to related parties                                              --         851,610
                                                                  ------------  ------------
                                                                       661,604     2,088,733
Long Term Liabilities
  Mineral claims payable (Note 2a)                                        --         200,000
  Capital lease obligations (Note 9b)                                   92,214       194,569
  Convertible debenture (Note 5)                                     2,000,000     2,000,000
                                                                  ------------  ------------
                                                                     2,092,214     2,394,569
Shareholders' Equity
  Share capital (Note 6)
  Authorized: 75,000,000 common shares
  Issued and outstanding: November 30, 1996 - 56,406,493 shares     38,506,711    28,775,211
                          November 30, 1995 - 37,431,493 shares
  Capital surplus                                                       46,352        46,352
  Deficit                                                          (22,495,537)  (18,165,277)
                                                                  ------------  ------------
                                                                    16,057,526    10,656,286
                                                                  ------------  ------------
                                                                  $ 18,811,344  $ 15,139,588
                                                                  ============  ============
</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>
                                      F-3

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

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

Operating costs
  Mining and processing costs                                  366,249      4,515,138      1,861,728
  Amortization of property and development costs               123,504        431,384        418,336
  Reclamation expense                                           31,993         29,397         70,000
                                                          ------------   ------------   ------------ 
                                                               521,746      4,975,919      2,350,064
                                                          ------------   ------------   ------------ 
Loss from Operations                                          (223,622)    (1,922,630)      (834,302)

Other Expenses
  Accounting and audit                                          69,331         62,891        110,312
  Corporate capital taxes                                       (5,967)        32,014           --
  Depreciation and amortization                                513,082        220,846         29,194
  Employment contract expense (Note 6)                       1,910,060        223,273        604,090
  Financing activities                                          35,159         18,900         88,551
  General exploration                                           13,980           --             --
  Interest on long term debt                                   160,000        160,000         57,425
  Legal                                                         35,733        114,294        193,027
  Loss on disposal of buildings, plant and equipment              --             --          222,188
  Loss (gain) on foreign exchange                               (5,298)        (5,332)          (349)
  Management salaries                                          263,000        184,349           --
  Management services                                          323,108        190,009         61,785
  Office expenses                                              262,333        387,498        149,771
  Other interest and bank charges (net)                          4,908         82,928         41,525
  Printing and publicity                                       371,281        410,195        391,318
  Reporting and investor relations                              26,833         24,447        190,623
  Transfer agent fees and mailing expenses                     129,095         65,614        146,608
                                                          ------------   ------------   ------------ 
                                                             4,106,638      2,171,926      2,286,068

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

Accumulated deficit at beginning of year                   (18,165,277)   (14,070,721)   (10,950,351)
                                                          ------------   ------------   ------------ 

Accumulated deficit at end of year                        $(22,495,537)  $(18,165,277)  $(14,070,721)
                                                          ============   ============   ============ 

Loss per share (Note 1(h))                                $      (0.09)  $      (0.11)  $      (0.09)
                                                          ============   ============   ============ 

</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>
                                      F-4

SILVERADO MINES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
EXPRESSED IN U.S. DOLLARS
<TABLE>
<CAPTION>

Years Ended November 30                                                        1996           1995           1994
                                                                       ------------   ------------   ------------
CASH PROVIDED BY (USED FOR):
<S>                                                                    <C>            <C>            <C>
Operations:
  Loss for the period                                                  $ (4,330,260)  $ (4,094,556)  $ (3,120,370)
  Items not involving cash:
    Employment contract expense                                           1,910,060        223,273        597,689
    Depreciation                                                            475,882        183,646         16,556
    Amortization of deferred financing fees                                  37,200         37,200         12,638
    Loss on disposal of buildings, plant and equipment                         --             --          222,188
    Amortization of property and development costs                          123,504        431,384        418,336
  Changes in non-cash operating working capital:
    Increase in accounts receivable                                         (10,255)        (1,010)          --
    Decrease (increase) in gold inventory                                   176,115      1,638,670     (1,582,189)
    Decrease (increase) in prepaid expenses                                (448,283)       120,835         67,489
    Increase (decrease) in accounts payable and accrued liabilities        (274,429)       282,488        (16,207)
                                                                       ------------   ------------   ------------
                                                                         (2,340,466)    (1,178,070)    (3,383,870)

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

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


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

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

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


  Issue of shares for purchase of mineral property, a non-cash
    financing and investing activity                                   $       --     $     43,750   $     12,500
                                                                       ============   ============   ============
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>
                                      F-5

SILVERADO MINES LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHARE CAPITAL
AND CAPITAL SURPLUS
(EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>
Years ended November 30, 1996, 1995, and 1994

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

Year ended November 30, 1994

  Shares issued:
    Private placement for cash                  700,000        654,150
    On exercise of share options for cash
    and employment contract expense             331,750        487,672
    For mineral property                         50,000         12,500
                                             ----------   ------------   ------------
                                              1,081,750      1,154,322           --

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

Year ended November 30, 1995

  Shares issued:
    On exercise of share options for cash
    and employment contract expense           2,303,500      1,677,270
    For mineral property                        100,000         43,750
                                             ----------   ------------   ------------
                                              2,403,500      1,721,020           --


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

Year ended November 30, 1996

  Shares issued:
    On exercise of share options for cash
    and employment contract expense
    (Note 6 (d))                             18,050,000      9,301,500
    Private placement for cash                  925,000        430,000
                                             ----------   ------------   ------------
                                             18,975,000      9,731,500           --



                                             ----------   ------------   ------------
Balance as at November 30, 1996              56,406,493   $ 38,506,711   $     46,352
                                             ==========   ============   ============
</TABLE>

<PAGE>    
                                      F-6

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

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

(b)  Functional Currency
     The Company's reporting currency, and currency of measurement,  is the U.S.
     dollar.

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

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

(e)  Mineral Properties and Development
     The Company  confines its  exploration  activities to areas from which gold
     has previously been produced or to properties  which are contiguous to such
     areas  and  have  demonstrated  mineralization.  Accordingly,  the  Company
     capitalizes costs of acquiring, exploring and developing mineral claims and
     options  until such time as the  properties  are placed into  production or
     abandoned;  at that time costs are amortized or written off. On an on-going
     basis,  the Company  evaluates  each  property  based on results to date to
     determine the nature of  exploration  work that is warranted in the future.
     If there is little  prospect of further  work on a property  being  carried
     out, the deferred  costs  related to that  property are written down to the
     estimated amount recoverable.

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

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

(f)  Buildings, Plant and Equipment
     Buildings, plant and equipment are stated at cost. Depreciation is provided
     on buildings,  plant and equipment using the straight-line  method based on
     an estimated life of 3 to 20 years.  The Company  anticipates  reactivating
     the Grant Mine, and as a result, has started to again depreciate the assets
     accordingly.

<PAGE>
                                      F-7

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

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


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

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

(i)  Revenue Recognition
     Gold sales are recognized when title passes to the purchaser.

2.   MINERAL PROPERTIES AND DEVELOPMENT

(a)  Mineral Properties

     Ester Dome Properties, Fairbanks Mining District, Alaska
     --------------------------------------------------------
     These  properties,  which include the Grant Mine,  Range Minerals #1, Range
     Minerals  #2,  St.  Paul  /  Barelka,  and  Dobb's  properties,  make  up a
     contiguous group of claims.

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

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

     Chatanika Property, Fairbanks Mining District, Alaska
     -----------------------------------------------------
     The Company staked 774 mining claims and 24 prospecting sites in 1996. This
     property covers an area of 53.86 square miles, and is located approximately
     20 miles northwest of Fairbanks.

     Nolan Properties, Wiseman Mining District, Alaska
     -------------------------------------------------
     These properties,  which include the Nolan Placer,  Nolan Lode,  Thompson's
     Pup,  Dionne  (Mary's  Bench),  and  Smith  Creek  properties,  make  up  a
     contiguous group of claims.

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

     Eagle Creek Property, Fairbanks Mining District, Alaska
     -------------------------------------------------------
     The Company assigned its interest and obligations  related to this property
     to Can-Ex Resources (U.S.),  Inc.  ("Can-Ex"),  a related company (see Note
     8), and  retained a 15 percent net profit  interest  from  production  to a
     maximum of $5,000,000.

     French Peak Property, Omineca Mining District, British Columbia
     ---------------------------------------------------------------
     Anselmo  Holdings  Ltd.,  a related  company,  has a 10 percent net profits
     interest in the property.

<PAGE>
                                      F-8

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


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

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

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

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

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

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

     British Columbia

     French Peak                          261,110            --               --           261,110
                                    -------------   -------------    -------------   -------------

                                        9,472,187       1,202,705          (36,500)     10,638,392
                                    -------------   -------------    -------------   -------------
     Plus:

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

<PAGE>
                                      F-9

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

3.   BUILDINGS, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                                                     1996           1995
                                              Accumulated        Net Book       Net Book
                                      Cost   Depreciation           Value          Value
                              ------------   ------------    ------------   ------------
     <S>                      <C>            <C>             <C>            <C>
     Ester Dome/Grant Mine    $  2,215,680   $   (377,754)   $  1,837,926   $  2,019,700
     Nolan Gold Project             60,757        (14,483)         46,274         43,013
     Mining Equipment            1,768,612       (419,837)      1,348,775      1,444,127
     Other Assets                  378,381       (108,174)        270,207        299,510
                              ------------   ------------    ------------   ------------

     Totals:                  $  4,423,430   $   (920,248)   $  3,503,182   $  3,806,350
                              ============   ============    ============   ============
</TABLE>

4.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of:

                                                   1996           1995
                                           ------------   ------------
     Accounts payable                      $    118,858   $    360,941
     Accrued interest                            64,065         66,411
     Accrued employment contract expense         98,231           --
     Accrued reclamation expense                 70,000        100,000
                                           ------------   ------------
                                           $    351,154   $    527,352
                                           ============   ============

5.   DEBENTURE

In July 1994, the Company issued a convertible  callable debenture with interest
payable at the rate of 8.0% per annum on December 31 and June 30 each year.  The
debenture is unsecured and is due July 2, 1999,  subject to prior  redemption or
conversion.  The  debenture  may be  converted in whole or in part by the holder
into common shares of the Company at a conversion  price of $2.00 U.S. per share
(the "Conversion Price"). In addition, conversion of the debenture may be called
by the Company  provided that the average trading price of the Company's  common
Stock has exceeded 125% of the Conversion Price for the period of 20 consecutive
trading days.  Financing  fees paid related to the debenture  have been deferred
and are being  amortized on a straight line basis over the debenture  term of 60
months. The fair value of the debenture is not significantly  different than the
carrying value.

6.   SHARE CAPITAL

(a)  Common Shares

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

(b)  Directors' Options

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

<PAGE>
                                      F-10

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

(c)  Warrants

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

          Warrants:
          ---------
<TABLE>
<CAPTION>
                                                                                                      Amount
                                                                                 Cash      Market   credited to
       Balance       Issued     Exercised   Canceled     Balance   Exercise    Received  Price on  Share capital  Exp
     Nov 30, 95     in 1996       in 1996   in 1996   Nov 30, 96    Price      on Issue    issue    on issuance   Date
     -----------------------------------------------------------------------------------------------------------------
     <S>         <C>          <C>           <C>       <C>           <C>      <C>           <C>     <C>           <C>
          --        600,000          --        --        600,000    $0.60          --      $0.63          --      3/98
          --        600,000          --        --        600,000    $0.70          --      $0.63          --      9/99
     ---------   ----------   ----------    -------   ----------             ----------            -----------
          --      1,200,000          --        --      1,200,000                   --                     --
     =========   ==========   ==========    =======   ==========             ==========            ===========     
</TABLE>

(d)  Employee Options and Other Share Transactions

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

     The Company accounts for stock  compensation  arising from these options in
     accordance with APB 25. If the market price of the Company's  shares exceed
     the exercise price of the options at the date the options are granted, then
     this excess is accrued and expensed as contracted services over the term of
     the  employment  contracts on a straight  line basis.  When the options are
     exercised,  share capital is credited based on the market price at the date
     the options were granted.

          Employee options and share transactions:
          ----------------------------------------
<TABLE>
<CAPTION>
                                                                                                      Amount
                                                                                 Cash      Market   credited to
       Balance      Granted     Exercised   Canceled     Balance   Exercise    Received  Price on  Share capital  Exp
     Nov 30, 95     in 1996       in 1996   in 1996   Nov 30, 96    Price      on Issue    issue    on issuance   Date
     -----------------------------------------------------------------------------------------------------------------
     <S>         <C>          <C>           <C>       <C>           <C>      <C>           <C>     <C>           <C>
       800,000         --         800,000      --           --      $0.30       240,000    $0.50       400,000    n/a
       214,750         --            --     104,250      110,500    $0.60          --      $1.47          --      2/97
       250,000         --            --     110,000      140,000    $0.94          --      $0.94          --      7/97
        20,000         --            --        --         20,000    $0.75          --      $0.75          --      8/97
        20,000         --            --        --         20,000    $0.75          --      $0.75          --      8/97
          --      1,000,000     1,000,000      --           --      $0.38       380,000    $0.53       530,000    n/a
          --        400,000       400,000      --           --      $0.30       120,000    $0.53       212,000    n/a
          --        300,000       300,000      --           --      $0.50       150,000    $0.75       225,000    n/a
          --        150,000       150,000      --           --      $0.50        75,000    $0.63        94,500    n/a
          --         50,000        50,000      --           --      $0.50        25,000    $0.50        25,000    n/a
          --        500,000       500,000      --           --      $0.50       250,000    $0.59       295,000    n/a
          --        500,000       500,000      --           --      $0.50       250,000    $0.50       250,000    n/a
          --        500,000       500,000      --           --      $0.50       250,000    $0.50       250,000    n/a
          --        500,000       500,000      --           --      $0.50       250,000    $0.63       315,000    n/a
<PAGE>
                                      F-11

          --        500,000       500,000      --           --      $0.50       250,000    $0.50       250,000    n/a
          --      1,000,000     1,000,000      --           --      $0.20       200,000    $0.53       530,000    n/a
          --        300,000       300,000      --           --      $0.20        60,000    $0.50       150,000    n/a
          --        700,000       700,000      --           --      $0.20       140,000    $0.50       350,000    n/a
          --      1,000,000     1,000,000      --           --      $0.40       400,000    $0.50       500,000    n/a
          --      1,000,000     1,000,000      --           --      $0.40       400,000    $0.50       500,000    n/a
          --      3,000,000     3,000,000      --           --      $0.40     1,200,000    $0.50     1,500,000    n/a
          --      1,100,000     1,100,000      --           --      $0.45       495,000    $0.50       550,000    n/a
          --        900,000       900,000      --           --      $0.30       270,000    $0.50       450,000    n/a
          --      3,000,000     3,000,000      --           --      $0.45     1,350,000    $0.50     1,500,000    n/a
          --         20,000          --        --         20,000    $0.50          --      $0.53          --     10/97
          --        100,000          --        --        100,000    $0.45          --      $0.59          --     10/98
          --        180,000          --        --        180,000    $0.50          --      $0.63          --     11/97
          --         50,000          --        --         50,000    $0.50          --      $0.56          --     11/97
          --         50,000          --        --         50,000    $0.60          --      $0.56          --     11/97
          --      2,000,000      850,000       --      1,150,000    $0.50       425,000    $0.50       425,000    7/97
          --      1,000,000          --        --      1,000,000    $0.60          --      $0.56          --      9/97
     ---------   ----------   ----------    -------   ----------             ----------            -----------
     1,304,750   19,800,000   18,050,000    214,250    2,840,500             $7,180,000             $9,301,500
     =========   ==========   ==========    =======   ==========             ==========            ===========     
</TABLE>

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

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

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

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

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

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

     The Company has reserved  1,000,000  shares for issuance upon the potential
     conversion of a convertible debenture.

7.   RELATED PARTY TRANSACTIONS

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

<PAGE>
                                      F-12

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

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

The  aggregate  amounts paid to the Tri-Con Group each year,  including  amounts
relating to the Grant Mine Project and Nolan  properties,  for disbursements and
for services  rendered by the Tri-Con Group  personnel  working on the Company's
projects,  including  interest  charged on  outstanding  balances at the Tri-Con
Group's  borrowing  costs,  are set out below.  Amounts charged in excess of the
costs incurred by the Tri-Con Group to render the services are also shown.

<TABLE>
<CAPTION>
                                   Aggregate amount charged     Amount charged in excess       Excess amount as a
                                   by the Tri-Con Group for    of Tri-Con costs incurred      percentage of amount
                                           services                                                  charged
                                ---------------------------- --------------------------- ----------------------------
     <S>                                   <C>                        <C>                             <C>
     Year ended Nov 30, 1996               $ 1,471,734                $    163,493                    11.1 %
     Charged directly to the               ===========                ============
             Company

     Year ended Nov 30, 1995               $ 4,170,335                $    281,441                     6.7 %
     Charged directly to the               ===========                ============
             Company

     Year ended Nov 30, 1994               $ 5,318,050                $    396,798                     7.5%
     Charged directly to the               ===========                ============
             Company

</TABLE>

In 1989,  the Company  assigned its interest in and  obligations  related to the
Eagle Creek property to Can-Ex Resources  (U.S.),  Inc., a subsidiary of Kintana
Resources  Ltd.,  for a net profit  interest from  production of 15 percent to a
maximum of $5,000,000 U.S.

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

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

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

8.   INCOME TAXES

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

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

                                                          Losses
                                                         Carried
                                          Year           Forward
                                          ----         -----------
                                          1997             987,000
                                          1998             546,000
                                          1999             667,000
                                          2000           1,235,000
                                          2001           2,749,000

<PAGE>
                                      F-13

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

                                          2002           1,178,000
                                          2003           1,524,000
                                          2004           1,161,000
                                          2005             742,000
                                          2006             431,000
                                          2007             747,000
                                          2008           2,101,000
                                          2009           1,960,000
                                          2010           2,400,000
                                          2011             326,000
                                                       -----------
Operating losses carried forward for tax purposes:     $18,754,000


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

9.   COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

(d)  The  Company  has  entered  into  compensation  agreements  with the  three
     directors of the Company. The agreements provide for severance arrangements
     where a change of  control  of the  Company  occurs,  as  defined,  and the
     directors  are  terminated.  The  compensation  payable  to  the  directors
     aggregates  $6,200,000 plus the amount of annual bonuses and other benefits
     that  they  would  have  received  in the  eighteen  months  following  the
     terminations, though this amount was subsequently reduced to $4,200,000.

<PAGE>
                                      F-14

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

(e)  The Company's  operations  are affected by Federal,  state,  provincial and
     local laws and regulations regarding environmental protection.  The Company
     estimates the cost of reclamation  based primarily upon  environmental  and
     regulatory  requirements.  The costs are accrued  annually  and the accrued
     liability is reduced as reclamation  expenditures are made. Reclamation has
     been largely carried out during the normal course of mining.


10.  COMPARATIVE FIGURES

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

<PAGE>

ITEM 9

     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
     ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


                                    PART III


The information required by Part III of this report:

Item 10   Directors and Executive Officers,
-------

Item 11   Executive Compensation
-------

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

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

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

<PAGE>
                                     PART IV

ITEM 14
-------
         EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  Financial Statements

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

     Auditors' Report

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

     Consolidated Balance Sheets at November 30, 1996 and 1995

     Consolidated  Statements of Operations and Accumulated Deficit, years ended
     November 30, 1996, 1995 and 1994

     Consolidated  Statements of Cash Flows, years ended November 30, 1996, 1995
     and 1994

     Consolidated  Statements of Changes in Share  Capital and Capital  Surplus,
     years ended November 30, 1996, 1995 and 1994

     Notes to Consolidated Financial Statements

(2)  Financial statement schedules:

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

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

(b)  Reports on Form 8-K:

     During the last quarter of the fiscal year covered by this report,  no Form
     8-K Current reports were filed by the Company.

(c)  Exhibits

     Consent of KPMG Peat Marwick Thorne.

(3)  Articles of Incorporation and Bylaws

(i)  (a) Altered  memorandum  of  Silverado,  including  increase in  authorized
     capital to 50,000,000 shares without par value is incorporated by reference
     to Exhibit 3 to Silverado's 10-Q for the quarter ended May 31, 1993.

(ii) (a) Articles of Aalenian Resources Ltd. is incorporated by reference to
     Exhibit 3(c) to Silverado's Registration Statement on Form 10, No. 0-12132,
     filed May 11, 1984, as amended on Form 8, July 10, 1984.

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

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

(10) Material Contracts

(a)  Operating   Agreement   between   Silverado  and  Tri-Con  Mining  Ltd.  is
     incorporated by reference to Exhibit 10 (d)(2) to Silverado's Form 10-Q for
     the quarter ended May 31, 1988.

<PAGE>

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

(e)  Property Option Agreements.

(i)  Grant Mine Property

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

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

(ii) Range Minerals Property

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

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


(iii)St. Paul Barelka Property

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


(iv) Eagle Creek Property

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

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

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

(v)  Thompson Pup Property


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

(vi) French Peak Property

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

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

<PAGE>

(vii)Smith Creek Property

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

(viii)Mary's Bench Property

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


(ix) Marshall Dome Property

     Agreement  for Purchase  and Sale - Raymond  Moore / "BJ" Hall / Silverado,
     dated October 9, 1995.


(x)  Hammond Property

     Lease of Mining Claims with Option to Purchase - Alaska Mining Company Inc.
     ("ALMINCO") / Silverado, dated February 3, 1995.

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

(21) Subsidiaries of Registrant

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

(23) Consents of Experts and Counsel

(a)  Consent of of KPMG Peat Marwick Thorne, filed herewith.

<PAGE>
                                POWER OF ATTORNEY

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

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


/s/ Garry L. Anselmo                                                Feb 27, 1997
------------------------                                            ------------
Garry L. Anselmo
Chairman of the Board of Directors

                                                                                
/s/ J.P. Tangen                                                     Feb 26, 1997
------------------------                                            ------------
J.P. Tangen
Director


/s/ James F. Dixon                                                  Feb 26, 1997
------------------------                                            ------------
James F. Dixon
Director


/s/ K. Maxwell Fleming                                              Feb 26, 1997
------------------------                                            ------------
K. Maxwell Fleming
Director

<PAGE>

                                   SIGNATURES


PURSUANT to the  requirements  of Section 1 of 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


SILVERADO MINES LTD.


BY: /s/ Garry L. Anselmo                                            Feb 27, 1997
------------------------                                            ------------
G.L. Anselmo, Chairman
Chief Financial Officer