---

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

AMENDMENT NO. 1 TO FORM 10-KSB

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

For the fiscal year ended NOVEMBER 30, 2004

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

For the transition period from ____________________ to ____________________

COMMISSION FILE NUMBER: 0-12132

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

|British Columbia, Canada                                             | 98-0045034                     
|-------------------------------------------------------------------- | -------------------------------
|(State or other jurisdiction of incorporation
      or organization) | (I.R.S. Employer Identification
|                                                                     | No.)                           
|                                                                     |                                
|                                                                     |                                
|Suite 505, 1111 West Georgia Street                                  |                                
|Vancouver, British Columbia, Canada                                  | V6E 4M3                        
|(Address of principal executive offices)                             | (Zip Code)                     
|                                                                     |                                
|                                                                     |                                
|(604) 689-1535                                                       |                                
|Issuer's telephone number                                            |                                

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

Securities registered under Section 12(g) of the Exchange Act:COMMON SHARES, NO PAR VALUE

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

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

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

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed 
  by reference to the price at which the common equity was sold, or the average
  bid and asked price of such 
  common equity, as of a specified date within the past 60 days. (See definition
  of affiliate in Rule 12b-2 of the 
  Exchange Act.) $10,423,392 as of May 13, 2005

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest 
  practicable date. 268,187,680 common shares, no par value outstanding as
  of April 11, 2005.

Transitional Small Business Disclosure Format (check one):
  Yes  ̈  Nox

---

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) to the
  Annual Report on Form 10-KSB for the year ended November 30, 2004, as filed
  with the SEC on March 30, 2004 (the “Original Form 10-KSB”), amends
  and restates in its entirety Item 7 of the Original Form 10-KSB and the audited
  financial statements for the years ended November 30, 2004 and 2003 included
  with the Original Form 10-KSB. The audited financial statements have been amended
  to:

1.              Denote
  certain information as at November 30, 2003 and for the year ended November
  30, 2003 as being restated, and

2.              Add
  an additional Note 17 to the audited financial statements in order to provide
  an explanatory note regarding the Company’s amended and restated financial
  statements for the year ended November 30, 2003.

The amendments to the financial statements follow the filing
  by the Company of amended and restated financial statements for the years ended
  November 30, 2003 and 2002 with the Company’s Amendment No. 2 to Form
  10-KSB for the year ended November 30, 2003 filed with the SEC on April 6, 2005.
  There have been no amendments to the Company’s balance sheet as at November
  30, 2004 or the Company’s statements of operations, cash flows and stockholders’
  equity for the year ended November 30, 2004.

This Amendment No. 1 does not amend any other information
  included in the Original Form 10-KSB.

ITEM 7.           FINANCIAL
  STATEMENTS.

Our audited financial statements for the year ended November
  30, 2004, as set forth below, are included with this Annual Report on Form 10-KSB.
  Our audited financial statements are prepared on the basis of accounting principles
  generally accepted in the United States and are expressed in U.S. dollars.

|                                                                                                                | Page       
|--------------------------------------------------------------------------------------------------------------- | -----------
|                                                                                                                |            
|Auditors’  Report – Amisano
      Hanson                                                                        | F-1        
|                                                                                                                |            
|Auditors’  Report – Morgan
      & Company                                                                      | F-2        
|                                                                                                                |            
|Consolidated Balance Sheets, November
      30, 2004 and 2003                                                   | F-3        
|                                                                                                                |            
|Consolidated Statements of Operations
      for the Years Ended November 30, 2004 and 2003                      | F-4        
|                                                                                                                |            
|Consolidated Statements of
      Cash Flows for the Years Ended November 30, 2004 and 2003                      | F-5        
|                                                                                                                |            
|Consolidated Statement of Stockholders’
      Equity (Deficiency) for the Years Ended November 30, 2002 to 2004 | F-6        
|                                                                                                                |            
|Notes to Consolidated Financial Statements                                                                      | F-7 to F-27

- 2 -

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SILVERADO GOLD MINES LTD.

(An Exploration Stage Company)

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2004 and 2003

(Stated in United States Dollars)



---

|**A PARTNERSHIP OF
      INCORPORATED PROFESSIONALS** | **AMISANO HANSONCHARTERED ACCOUNTANTS**
|----------------------------------------------------- | ---------------------------------------



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

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

We have audited the accompanying consolidated balance sheet
  of Silverado Gold Mines Ltd. (An Exploration Stage Company) and its subsidiary
  as of November 30, 2004 and the related consolidated statements of operations,
  cash flows and stockholders' equity (deficiency) for the year ended November
  30, 2004 and the period since recommencement of the exploration stage December
  1, 2001 to November 30, 2004. These financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these financial statements based on our audit. The consolidated financial statements
  as of November 30, 2003 and for the year ended November 30, 2003 were audited
  by other auditors whose report dated January 31, 2004, except as to Note 17,
  which is as of February 3, 2005, expressed an unqualified opinion on those statements.
  Our opinion on the statements of operations, cash flows and stockholders’
  equity (deficiency) for the period since recommencement of the exploration stage
  December 1, 2001 to November 30, 2004 insofar as it relates to amounts for the
  prior periods through November 30, 2003 is based on the report of other auditors.

We conducted our audit in accordance with the standards of
  the Public Company Accounting Oversight Board (United States of America). Those
  standards require that we plan and perform an audit to obtain reasonable assurance
  about whether the financial statements are free of material misstatement. An
  audit includes examining on a test basis, evidence supporting the amounts and
  disclosures in the financial statements. An audit also includes assessing the
  accounting principles used and significant estimates made by management, as
  well as evaluating the overall financial statement presentation. We believe
  that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements referred to above
  present fairly, in all material respects, the financial position of Silverado
  Gold Mines Ltd. (An Exploration Stage Company) and its subsidiary as of November
  30, 2004 and the results of their operations and their cash flows for the year
  ended November 30, 2004 and the period since recommencement of the exploration
  stage December 1, 2001 to November 30, 2004, in conformity with accounting principles
  generally accepted in the United States of America.

The accompanying financial statements referred to above have
  been prepared assuming that the Company will continue as a going concern. As
  discussed in Note 1 to the financial statements, the Company has a working capital
  deficiency, has not yet achieved profitable operations and is dependent on its
  ability to raise capital from shareholders or other sources to sustain operations.
  These factors, along with other matters as set forth in Note 1, raise substantial
  doubt that the Company will be able to continue as a going concern. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

|Vancouver, Canada | “AMISANO HANSON”     
|----------------- | ---------------------
|February 21, 2005 | Chartered Accountants



|750 WEST PENDER STREET, SUITE 604
      VANCOUVER CANADA
      V6C 2T7 | TELEPHONE: 604-689-0188
      FACSIMILE: 604-689-9773
      E-MAIL: amishan@telus.net
|---------------------------------------------------------------------- | -------------------------------------------------------------------------------------

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of 
  Silverado Gold Mines Ltd. 
  (An exploration stage company)

We have audited the accompanying consolidated balance sheet
  of Silverado Gold Mines Ltd. (an exploration stage company) as at November 30,
  2003, and the related consolidated statements of operations, stockholders’
  equity, and cash flows for the year ended November 30, 2003. These consolidated
  financial statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these consolidated financial statements
  based on our audit.

We conducted our audit in accordance with the standards of
  the Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform an audit to obtain reasonable assurance whether
  the consolidated financial statements are free of material misstatement. An
  audit includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the consolidated 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. We believe
  that our audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  November 30, 2003, and the results of its operations and its cash flows for
  the year ended November 30, 2003 in accordance with generally accepted accounting
  principles in the United States.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 2(a)
  to the financial statements, the Company has suffered net losses and negative
  cash flows from operations since its inception that raise substantial doubt
  about its ability to continue as a going concern. Management plans as to this
  matter are discussed in Note 2(a). The financial statements do not include any
  adjustments that might result from the outcome of this uncertainty.

As described in Note 17 to the consolidated financial statements,
  the accompanying consolidated financial statements of Silverado Gold Mines Ltd.
  as of November 30, 2003, and for the year then ended, have been restated.

As described in Note 5 to the consolidated financial statements,
  the Company adopted the provisions of Statement of Financial Accounting Standards
  No. 143 – “Accounting for Asset Retirement Obligations”, effective
  December 1, 2002.

|Vancouver, Canada                                                            | “Morgan & Company”   
|---------------------------------------------------------------------------- | ---------------------
|                                                                             |                      
|January 31, 2004, except as to Note 17 which is as at February
      3, 2005 | Chartered Accountants

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

F-2

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SILVERADO GOLD MINES LTD.
  (An Exploration Stage Company) 
  CONSOLIDATED BALANCE SHEETS 
  November 30, 2004 and 2003 
  (Stated in United States Dollars)

|                                                        |   | 2004        |   |   | 2003        |  
|------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                        |   |             |   |   | (Restated)  |  
|                                                        |   |             |   |   |             |  
|ASSETS                                                  |  
|                                                        |   |             |   |   |             |  
|Current                                                 |   |             |   |   |             |  
|Cash and cash equivalents                               | $ | 12,828      |   | $ | 397,290     |  
|Gold inventory                                          |   | 48,819      |   |   | 100,519     |  
|Amounts receivable                                      |   | 8,162       |   |   | 23,093      |  
|Prepaid expense                                         |   | 122,000     |   |   | -           |  
|Exploration and development advances
      – Note 10    |   | 532,131     |   |   | 118,889     |  
|                                                        |   |             |   |   |             |  
|                                                        |   | 723,940     |   |   | 639,791     |  
|Property, plant and equipment – Note 4                  |   | 1,640,791   |   |   | 2,296,957   |  
|                                                        |   |             |   |   |             |  
|                                                        | $ | 2,364,731   |   | $ | 2,936,748   |  
|                                                        |   |             |   |   |             |  
|LIABILITIES                                             |  
|                                                        |   |             |   |   |             |  
|Current                                                 |   |             |   |   |             |  
|Accounts payable and accrued liabilities
      – Note 5 | $ | 365,297     |   | $ | 398,840     |  
|Loans payable secured by gold inventory                 |   | -           |   |   | 7,873       |  
|Mineral claims royalty payable
      – Note 3           |   | 320,000     |   |   | 240,000     |  
|Convertible debentures, current
      portion – Note 7  |   | 176,652     |   |   | 193,303     |  
|Capital lease obligation, current
      portion- Note 8 |   | 510,014     |   |   | 594,085     |  
|                                                        |   |             |   |   |             |  
|                                                        |   | 1,371,963   |   |   | 1,434,101   |  
|Asset retirement obligation – Note 6                    |   | 489,300     |   |   | 489,300     |  
|Convertible debentures – Note 7                         |   | -           |   |   | 194,142     |  
|Capital lease obligations – Note 8                      |   | 407,468     |   |   | 641,492     |  
|                                                        |   |             |   |   |             |  
|                                                        |   | 2,268,731   |   |   | 2,759,035   |  
|                                                        |   |             |   |   |             |  
|SHAREHOLDERS’ EQUITY                                    |  
|                                                        |   |             |   |   |             |  
|Capital stock – Note 9                                  |   |             |   |   |             |  
|Authorized: unlimited common shares with no par value   |   |             |   |   |             |  
|Issued and outstanding:                                 |   |             |   |   |             |  
|224,449,587 common shares (2003:
      146,027,352)     |   | 68,253,942  |   |   | 64,066,135  |  
|Additional paid-in capital                              |   | 466,314     |   |   | 464,314     |  
|Shares to be issued                                     |   | 70,000      |   |   | 115,000     |  
|Deferred compensation                                   |   | -           |   |   | (77,712     | )
|Accumulated deficit                                     |   | (68,694,256 | ) |   | (64,390,024 | )
|                                                        |   |             |   |   |             |  
|                                                        |   | 96,000      |   |   | 177,713     |  
|                                                        |   |             |   |   |             |  
|                                                        | $ | 2,364,731   |   | $ | 2,936,748   |  
|Nature and Continuance of Operations – Note 1           |   |             |   |   |             |  
|Commitments and Contingencies – Note 12                 |   |             |   |   |             |  
|Subsequent Events – Note 15                             |   |             |   |   |             |  

APPROVED BY THE DIRECTORS:

|“Garry L. Anselmo” | Director |  | “James F. Dixon” | Director
|------------------ | -------- |  | ---------------- | --------
|Garry L. Anselmo   |          |  | James F. Dixon   |         

F-3

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SILVERADO GOLD MINES LTD.
  (An Exploration Stage Company) 
  CONSOLIDATED STATEMENTS OF OPERATIONS 
  for the years ended November 30, 2004 and 2003, 
  and for the period since recommencement of exploration stage 
  December 1, 2001 to November 30, 2004
  (Stated in United States Dollars)

|                                                      |   |                          |   |   |                 |   |   | Period Since     |  
|----------------------------------------------------- | - | ------------------------ | - | - | --------------- | - | - | ---------------- | -
|                                                      |   |                          |   |   |                 |   |   | Recommencement   |  
|                                                      |   |                          |   |   |                 |   |   | of Exploration   |  
|                                                      |   |                          |   |   |                 |   |   | Stage            |  
|                                                      |   |                          |   |   |                 |   |   | December 1, 2001 |  
|                                                      |   | Years ended November 30, |   |   | to November 30, |  
|                                                      |   | 2004                     |   |   | 2003            |   |   | 2004             |  
|                                                      |   |                          |   |   | (Restated)      |   |   |                  |  
|General and Administrative Expenses                   |   |                          |   |   |                 |   |   |                  |  
|Accounting and audit                                  | $ | 43,725                   |   | $ | 21,683          |   | $ | 101,720          |  
|Advertising and promotion                             |   | 270,822                  |   |   | 417,856         |   |   | 1,262,270        |  
|Consulting fees                                       |   | 1,150,904                |   |   | 911,796         |   |   | 4,020,958        |  
|Depreciation, accretion and impairment
      – Note 8 |   | 275,432                  |   |   | 354,756         |   |   | 1,428,322        |  
|Exploration expenses                                  |   | 1,395,078                |   |   | 5,273,582       |   |   | 7,881,164        |  
|Interest on convertible debentures                    |   | 15,074                   |   |   | 246,956         |   |   | 660,374          |  
|Interest on capital lease obligations                 |   | 56,905                   |   |   | 144,257         |   |   | 201,162          |  
|Legal                                                 |   | 92,834                   |   |   | 77,974          |   |   | 206,574          |  
|Loss (gain) on foreign exchange                       |   | (84,038                  | ) |   | (58,671         | ) |   | (132,289         | )
|Management services                                   |   | 328,387                  |   |   | 204,932         |   |   | 737,378          |  
|Office                                                |   | 331,621                  |   |   | 581,205         |   |   | 1,287,218        |  
|Other interest and bank charges                       |   | 6,911                    |   |   | 8,741           |   |   | 20,331           |  
|Reporting and investor relations                      |   | 33,559                   |   |   | 15,397          |   |   | 52,386           |  
|Research                                              |   | 79,967                   |   |   | 148,465         |   |   | 485,386          |  
|Transfer agent fees and mailing                       |   | 24,347                   |   |   | 25,449          |   |   | 68,224           |  
|Write-off of mineral claim expenditures               |   | -                        |   |   | -               |   |   | 1,159,529        |  
|Write-down of property, plant and
      equipment     |   | 285,875                  |   |   | -               |   |   | 285,875          |  
|                                                      |   |                          |   |   |                 |   |   |                  |  
|Loss before the following                             |   | (4,307,403               | ) |   | (8,374,378      | ) |   | (19,726,582      | )
|                                                      |   |                          |   |   |                 |   |   |                  |  
|Interest and other income                             |   | 3,171                    |   |   | 8,435           |   |   | 90,495           |  
|                                                      |   |                          |   |   |                 |   |   |                  |  
|Cumulative effect of accounting change – Note 6       |   | -                        |   |   | (153,226        | ) |   | (153,226         | )
|                                                      |   |                          |   |   |                 |   |   |                  |  
|Net loss for the period                               | $ | (4,304,232               | ) | $ | (8,519,169      | ) | $ | (19,789,313      | )
|                                                      |   |                          |   |   |                 |   |   |                  |  
|Basic and diluted loss per share before cumulative    |   |                          |   |   |                 |   |   |                  |  
|effect of accounting change                           | $ | (0.02                    | ) | $ | (0.07           | ) |   |                  |  
|Cumulative effect of accounting change                |   | -                        |   |   | -               |   |   |                  |  
|                                                      |   |                          |   |   |                 |   |   |                  |  
|Net loss per share                                    | $ | (0.02                    | ) | $ | (0.07           | ) |   |                  |  
|                                                      |   |                          |   |   |                 |   |   |                  |  
|Basic and diluted weighted average number of          |   |                          |   |   |                 |   |   |                  |  
|common shares outstanding                             |   | 187,220,337              |   |   | 117,206,696     |   |   |                  |  

SEE ACCOMPANYING NOTES

F-4

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SILVERADO GOLD MINES LTD.
  (An Exploration Stage Company) 
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  for the years ended November 30, 2004 and 2003, 
  and for the period since recommencement of exploration stage 
  December 1, 2001 to November 30, 2004
  (Stated in United States Dollars)

|                                                             |   |                          |   |   |                 |   |   | Period Since         |  
|------------------------------------------------------------ | - | ------------------------ | - | - | --------------- | - | - | -------------------- | -
|                                                             |   |                          |   |   |                 |   |   | Recommencement       |  
|                                                             |   |                          |   |   |                 |   |   | of Exploration Stage |  
|                                                             |   |                          |   |   |                 |   |   | December 1, 2001     |  
|                                                             |   | Years ended November 30, |   |   | to November 30, |  
|                                                             |   | 2004                     |   |   | 2003            |   |   | 2004                 |  
|                                                             |   |                          |   |   | (Restated)      |   |   |                      |  
|Cash Flows used in Operating Activities                      |   |                          |   |   |                 |   |   |                      |  
|Net loss for the period                                      | $ | (4,304,232               | ) | $ | (8,519,169      | ) | $ | (19,789,313          | )
|Adjustments to reconcile loss to
      net cash provided     |   |                          |   |   |                 |   |   |                      |  
|by (used in) operating activities:                           |   |                          |   |   |                 |   |   |                      |  
|Cumulative
      effect of accounting change                 |   | -                        |   |   | 153,226         |   |   | 153,226              |  
|Depreciation,
      accretion and impairment                 |   | 275,432                  |   |   | 354,756         |   |   | 1,428,322            |  
|Stock-based
      compensation                               |   | 79,712                   |   |   | 543,967         |   |   | 2,252,950            |  
|Stock
      issued for debenture                             |   | -                        |   |   | 57,388          |   |   | 217,687              |  
|Non-cash
      interest expense                              |   | 5,881                    |   |   | 236,168         |   |   | 486,370              |  
|Non-cash
      consulting expense                            |   | 577,140                  |   |   | -               |   |   | 577,140              |  
|Write-off
      of mineral claim expenditures                |   | -                        |   |   | -               |   |   | 1,159,529            |  
|Write-down
      of property, plant and equipment            |   | 285,875                  |   |   | -               |   |   | 285,875              |  
|Changes in non-cash operating working
      capital:         |   |                          |   |   |                 |   |   |                      |  
|Amounts
      receivable                                     |   | 14,931                   |   |   | (14,745         | ) |   | (5,286               | )
|Gold
      inventory                                         |   | 51,700                   |   |   | (90,370         | ) |   | (37,679              | )
|Prepaid
      expense                                        |   | (122,000                 | ) |   | -               |   |   | (122,000             | )
|Exploration
      and development advances                   |   | (413,242                 | ) |   | 460,856         |   |   | (532,131             | )
|Accounts
      payable and accrued liabilities               |   | (33,543                  | ) |   | (65,408         | ) |   | (231,097             | )
|Increase
      in mineral claims royalty payable             |   | 80,000                   |   |   | 100,000         |   |   | 3,500                |  
|                                                             |   |                          |   |   |                 |   |   |                      |  
|                                                             |   | (3,502,346               | ) |   | (6,783,331      | ) |   | (14,152,907          | )
|                                                             |   |                          |   |   |                 |   |   |                      |  
|Cash Flows from (used in) Investing Activities               |   |                          |   |   |                 |   |   |                      |  
|Purchase of property, plant and
      equipment              |   | (8,193                   | ) |   | (548,647        | ) |   | (1,327,393           | )
|Disposal of property, plant and
      equipment              |   | 103,052                  |   |   | -               |   |   | 103,052              |  
|                                                             |   |                          |   |   |                 |   |   |                      |  
|                                                             |   | 94,859                   |   |   | (548,647        | ) |   | (1,224,341           | )
|                                                             |   |                          |   |   |                 |   |   |                      |  
|Cash Flows from Financing Activities                         |   |                          |   |   |                 |   |   |                      |  
|Common stock issued for cash (net
      of share issue cost) |   | 3,295,644                |   |   | 6,758,820       |   |   | 15,871,464           |  
|Repayment of convertible debentures                          |   | (16,651                  | ) |   | (21,696         | ) |   | (38,347              | )
|Share subscriptions received                                 |   | 70,000                   |   |   | 115,000         |   |   | 185,000              |  
|Repayment of loans payable                                   |   | (7,873                   | ) |   | (27,856         | ) |   | (35,729              | )
|Due to related party                                         |   | -                        |   |   | -               |   |   | (291,310             | )
|Repayment of capital lease obligations                       |   | (318,095                 | ) |   | -               |   |   | (318,095             | )
|                                                             |   |                          |   |   |                 |   |   |                      |  
|                                                             |   | 3,023,025                |   |   | 6,824,268       |   |   | 15,372,983           |  
|                                                             |   |                          |   |   |                 |   |   |                      |  
|Decrease in cash and cash equivalents                        |   | (384,462                 | ) |   | (507,710        | ) |   | (4,265               | )
|                                                             |   |                          |   |   |                 |   |   |                      |  
|Cash and cash equivalents, beginning of year                 |   | 397,290                  |   |   | 905,000         |   |   | 17,093               |  
|                                                             |   |                          |   |   |                 |   |   |                      |  
|Cash and cash equivalents, end of year                       | $ | 12,828                   |   | $ | 397,290         |   | $ | 12,828               |  
|                                                             |   |                          |   |   |                 |   |   |                      |  
|Cash and cash equivalents consist of:                        |   |                          |   |   |                 |   |   |                      |  
|Cash                                                         | $ | 5,239                    |   | $ | 390,362         |   | $ | 5,239                |  
|Term deposit                                                 |   | 7,589                    |   |   | 6,928           |   |   | 7,589                |  
|                                                             |   |                          |   |   |                 |   |   |                      |  
|                                                             | $ | 12,828                   |   | $ | 397,290         |   | $ | 12,828               |  
|                                                             |   |                          |   |   |                 |   |   |                      |  
|Supplementary disclosure of cash flow information:           |   |                          |   |   |                 |   |   |                      |  
|Cash paid for:                                               |   |                          |   |   |                 |   |   |                      |  
|Interest                                                     | $ | 56,905                   |   | $ | 12,491          |   | $ | 74,075               |  
|                                                             |   |                          |   |   |                 |   |   |                      |  
|Income
      taxes                                           | $ | -                        |   | $ | -               |   | $ | -                    |  
|                                                             |   |                          |   |   |                 |   |   |                      |  
|Non-cash Transactions – Note 14                              |   |                          |   |   |                 |   |   |                      |  

SEE ACCOMPANYING NOTES

F-5

---

SILVERADOGOLDMINESLTD.
  (An Exploration Stage Company) 
  CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY) 
  for the years ended November 30, 2002 to 2004
  (Stated in United States Dollars)

|                                         |              |  |   |            |  |   |               |   |   |            |  |   |              |   |   | Deficit     |   |   |            |  
|---------------------------------------- | ------------ |  | - | ---------- |  | - | ------------- | - | - | ---------- |  | - | ------------ | - | - | ----------- | - | - | ---------- | -
|                                         |              |  |   |            |  |   |               |   |   |            |  |   |              |   |   | Accumulated |   |   |            |  
|                                         |              |  |   |            |  |   |               |   |   | Additional |  |   |              |   |   | During the  |   |   |            |  
|                                         | Common Stock |  |   | Share      |  |   | Paid-in       |   |   | Deferred   |  |   | Exploration  |   |   |             |  
|                                         | Shares       |  |   | Amount     |  |   | Subscriptions |   |   | Capital    |  |   | Compensation |   |   | Stage       |   |   | Total      |  
|                                         |              |  |   |            |  |   |               |   |   |            |  |   |              |   |   |             |   |   |            |  
|Balance, November 30, 2001               | 42,423,988   |  | $ | 47,056,285 |  | $ | -             |   | $ | -          |  | $ | -            |   | $ | (48,904,944 | ) | $ | (1,848,659 | )
|Shares issued:                           |              |  |   |            |  |   |               |   |   |            |  |   |              |   |   |             |   |   |            |  
|For options exercised                    | 6,900,000    |  |   | 925,000    |  |   | -             |   |   | -          |  |   | -            |   |   | -           |   |   | 925,000    |  
|For warrants exercised                   | 16,250,000   |  |   | 1,970,000  |  |   | -             |   |   | -          |  |   | -            |   |   | -           |   |   | 1,970,000  |  
|For consulting fees                      | 4,793,335    |  |   | 1,232,551  |  |   | -             |   |   | -          |  |   | -            |   |   | -           |   |   | 1,232,551  |  
|For private placements                   | 20,775,000   |  |   | 2,922,000  |  |   | -             |   |   | -          |  |   |              |   |   | -           |   |   | 2,922,000  |  
|In lieu of payment for debentures        | 6,944,308    |  |   | 1,465,927  |  |   | -             |   |   | -          |  |   | -            |   |   | -           |   |   | 1,465,927  |  
|Share subscriptions                      | -            |  |   | -          |  |   | 268,613       |   |   | -          |  |   | -            |   |   | -           |   |   | 268,613    |  
|Stock option granted                     | -            |  |   | -          |  |   | -             |   |   | 292,320    |  |   | (164,213     | ) |   | -           |   |   | 128,107    |  
|Net loss for the year                    | -            |  |   | -          |  |   | -             |   |   | -          |  |   | -            |   |   | (6,965,911  | ) |   | (6,965,911 | )
|                                         |              |  |   |            |  |   |               |   |   |            |  |   |              |   |   |             |   |   |            |  
|Balance, November 30, 2002 (restated)    | 98,086,631   |  |   | 55,571,763 |  |   | 268,613       |   |   | 292,320    |  |   | (164,213     | ) |   | (55,870,855 | ) |   | 97,628     |  
|Shares issued:                           |              |  |   |            |  |   |               |   |   |            |  |   |              |   |   |             |   |   |            |  
|For private placements (net)             | 24,651,340   |  |   | 5,344,245  |  |   | -             |   |   | -          |  |   | -            |   |   | -           |   |   | 5,344,245  |  
|For options exercised                    | 200,000      |  |   | 70,000     |  |   | -             |   |   | -          |  |   | -            |   |   | -           |   |   | 70,000     |  
|For warrants exercised                   | 15,278,171   |  |   | 1,344,575  |  |   | -             |   |   | -          |  |   | -            |   |   | -           |   |   | 1,344,575  |  
|For consulting fees                      | 2,511,668    |  |   | 554,085    |  |   | (268,613      | ) |   | -          |  |   | -            |   |   |             |   |   | 285,472    |  
|In lieu of payment for debentures        | 5,299,542    |  |   | 1,181,467  |  |   | -             |   |   | -          |  |   | -            |   |   | -           |   |   | 1,181,467  |  
|Subscriptions received                   | -            |  |   | -          |  |   | 115,000       |   |   | -          |  |   | -            |   |   | -           |   |   | 115,000    |  
|Amortization of stock-based compensation | -            |  |   | -          |  |   | -             |   |   | -          |  |   | 129,397      |   |   | -           |   |   | 129,397    |  
|Stock option granted                     | -            |  |   | -          |  |   | -             |   |   | 171,994    |  |   | (42,896      | ) |   | -           |   |   | 129,098    |  
|Net loss for the year                    | -            |  |   | -          |  |   | -             |   |   | -          |  |   | -            |   |   | (8,519,169  | ) |   | (8,519,169 | )
|                                         |              |  |   |            |  |   |               |   |   |            |  |   |              |   |   |             |   |   |            |  
|Balance, November 30, 2003 (restated)    | 146,027,352  |  |   | 64,066,135 |  |   | 115,000       |   |   | 464,314    |  |   | (77,712      | ) |   | (64,390,024 | ) |   | 177,713    |  
|                                         |              |  |   |            |  |   |               |   |   |            |  |   |              |   |   |             |   |   |            |  
|Shares issued:                           |              |  |   |            |  |   |               |   |   |            |  |   |              |   |   |             |   |   |            |  
|For private placements                   | 55,114,441   |  |   | 2,564,899  |  |   | (115,000      | ) |   | -          |  |   | -            |   |   | -           |   |   | 2,449,899  |  
|For warrants exercised                   | 14,876,597   |  |   | 845,745    |  |   | -             |   |   | -          |  |   | -            |   |   | -           |   |   | 845,745    |  
|For consulting fees                      | 6,416,667    |  |   | 577,140    |  |   | -             |   |   |            |  |   | -            |   |   | -           |   |   | 577,140    |  
|In lieu of payment for debentures        | 2,014,530    |  |   | 200,023    |  |   | -             |   |   | -          |  |   | -            |   |   | -           |   |   | 200,023    |  
|Subscriptions received                   | -            |  |   | -          |  |   | 70,000        |   |   | -          |  |   | -            |   |   | -           |   |   | 70,000     |  
|Amortization of stock-based compensation |              |  |   | -          |  |   | -             |   |   | -          |  |   | 77,712       |   |   | -           |   |   | 77,712     |  
|Stock-based compensation                 | -            |  |   | -          |  |   | -             |   |   | 2,000      |  |   | -            |   |   | -           |   |   | 2,000      |  
|Net loss for the year                    | -            |  |   | -          |  |   | -             |   |   | -          |  |   | -            |   |   | (4,304,232  | ) |   | (4,304,232 | )
|                                         |              |  |   |            |  |   |               |   |   |            |  |   |              |   |   |             |   |   |            |  
|Balance, November 30, 2004               | 224,449,587  |  | $ | 68,253,942 |  | $ | 70,000        |   | $ | 466,314    |  | $ | -            |   | $ | (68,694,256 | ) | $ | 96,000     |  

SEE ACCOMPANYING NOTES

F-6

---

SILVERADO GOLD MINES LTD.
  (An Exploration Stage Company) 
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  November 30, 2004 and 2003
  (Stated in United States Dollars)

|Note 1 | Nature and Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | The Company is an exploration stage company
        and is in the process of exploring its resource properties and has not
        yet determined whether these properties contain reserves that are economically
        recoverable. The company is also engaged in the development of low-rank
        coal-water fuel as a replacement for oil fired boilers and utility generators.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | These financial statements have been
        prepared on a going concern basis, which assumes the realization of assets
        and settlement of liabilities in the normal course of business. The Company
        has a working capital deficiency of $648,023 as at November 30, 2004,
        has not yet achieved profitable operations and has accumulated losses
        totalling $68,694,256 since inception. The Company is in arrears of
        required mineral claims and option payments for certain of its mineral
        properties at November 30, 2004, in the amount of $320,000 (2003:
        240,000) and therefore, its rights to these properties may be adversely
        affected as a result of these non-payments. The Company understands that
        it is not in default of the agreements in respect of these properties.
        Its ability to continue as a going concern is dependent upon the ability
        of the Company to generate profitable operations in the future and/or
        to obtain the necessary financing to meet its obligations and repay its
        liabilities arising from normal business operations when they come due.
        The outcome of these matters cannot be predicted with any certainty at
        this time and raise substantial doubt that the Company will be able to
        continue as a going concern. These consolidated financial statements do
        not include any adjustments to the amounts and classification of assets
        and liabilities that may be necessary should the Company be unable to
        continue as a going concern.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | The Company plans to continue raising
        capital through private placements and warrant issues. In addition, the
        Company is exploring other business opportunities including the development
        of low-rank coal-water fuel as replacement fuel for oil fired industrial
        boilers and utility generators.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Note 2 | Summary of Significant Accounting
        Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | These consolidated financial statements
        are prepared in conformity with United States of America generally accepted
        accounting principles. The application of Canadian generally accepted
        accounting principles to these financial statements would not result in
        material measurement or disclosure differences.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | The consolidated financial statements
        of the Company have been prepared in accordance with generally accepted
        accounting principles in the United States of America. Because a precise
        determination of many assets and liabilities is dependent upon future
        events, the preparation of financial statements for a period necessarily
        involves the use of estimates which have been made using careful judgement.
        Actual results may differ from these estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-7

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 2

|Note 2 | Summary of
        Significant Accounting Policies                                                                                                                                  
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                     
|       | The financial
        statements have, in management’s opinion, been properly prepared
        within the framework of the significant accounting policies summarized
        below:
|       |                                                                                                                                                                                     
|       | a)                                                                                                                                                                                  
|       |                                                                                                                                                                                     
|       |                                                                                                                                                                                     
|       |                                                                                                                                                                                     
|       | b)                                                                                                                                                                                  
|       |                                                                                                                                                                                     
|       |                                                                                                                                                                                     
|       |                                                                                                                                                                                     
|       | c)                                                                                                                                                                                  
|       |                                                                                                                                                                                     
|       |                                                                                                                                                                                     
|       |                                                                                                                                                                                     
|       | d)                                                                                                                                                                                  
|       |                                                                                                                                                                                     
|       |                                                                                                                                                                                     

F-8

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 3

|Note 2 | Summary of Significant Accounting
      Policies
|------ | ------------------------------------------------
|       |                                                 
|       | e)                                              
|       |                                                 
|       |                                                 
|       |                                                 
|       | f)                                              
|       |                                                 
|       |                                                 
|       |                                                 
|       | g)                                              
|       |                                                 
|       |                                                 
|       |                                                 
|       | h)                                              
|       |                                                 
|       |                                                 

F-9

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 4

|Note 2 | Summary of Significant Accounting
      Policies
|------ | ------------------------------------------------
|       |                                                 
|       | i)                                              
|       |                                                 
|       |                                                 
|       |                                                 
|       |                                                 
|       |                                                 
|       | j)                                              
|       |                                                 
|       |                                                 

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

| | k) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | The Company considers all liquid investments, with
        an original maturity of three months or less when purchased, to be cash
        equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | l) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |    | The Company considers its functional currency to
        be the U.S. dollar for its U.S. and Canadian operations. Monetary assets
        and liabilities denominated in foreign currencies are translated into
        U.S. funds at the rates of exchange in effect at the year- end. Non-monetary
        assets and revenue and expense transactions are translated at the rate
        in effect at the time at which the transactions took place. Foreign exchange
        gains and losses are included in the determination of results from operations
        for the year.

F-10

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 5

|Note 2 | Summary of Significant Accounting Policies
|------ | ------------------------------------------
|       |                                           
|       | m)                                        
|      
|       |                                           
|      
|       | n)                                        
|      
|       |                                           
|      
|       | o)                                        
|      
|       |                                           
|      
|       | p)                                        
|      
|       |                                           
|      
|       |                                           

F-11

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 6

|Note 2 | Summary of Significant Accounting Policies
|------ | ------------------------------------------

| | p) | Recent Accounting Pronouncements–
        (cont’d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | In January 2003, the FASB issued FASB Interpretation
        No. 46 (“FIN 46”), “Consolidation of Variable Interest
        Entities”. This interpretation gives guidance that determines whether
        consolidation of a Variable Interest Equity is required and is effective
        for all variable interest entities with which we become involved beginning
        in February 2003, and all pre-existing entities beginning after June 15,
        2003. We do not expect the adoption of FIN 46 to have a material effect
        on our financial statements.                                                                                                                                                                                                                                                                           
|
| |    | In December 2002, the FASB issued SFAS No. 148,
        “Accounting for Stock-Based Compensation – Transition and
        Disclosure”. SFAS No. 148 amends SFAS No. 123 “Accounting
        for Stock-Based Compensation” to provide alternative methods of
        transition for a voluntary change to the fair value based method of accounting
        for stock-based employee compensation. In addition, SFAS No. 148 amends
        the disclosure requirements of SFAS No. 123 to require prominent disclosures
        about the method of accounting for stock-based employee compensation and
        the effect of the method used on reported results.                                                                                                                                                                                   
|
| |    | In November 2002, the FASB issued SFAS interpretation
        No. 45 (“FIN 45”), Guarantor’s Accounting and Disclosure
        Requirements for Guarantees, Including Guarantees of Indebtedness of Others”.
        FIN 45 requires that upon issuance of a guarantee, the guarantor must
        recognize a liability for the fair value of the obligation it assumes
        under that guarantee. The initial recognition and measurement should be
        applied on a prospective basis to guarantees issued or modified after
        December 31, 2002. Disclosure requirements are effective for financial
        statements of both interim and annual periods that end after December
        15, 2002. We have no guarantees to unaffiliated third parties so the adoption
        of FIN 45 had no impact on our financial statements.
|
| |    | In June 2002, the FASB issued SFAS No. 146, “Accounting
        for Costs Associated with Exit or Disposal Activities”. This standard
        addresses the recognition, measurement and reporting of costs that are
        associated with exit or disposal activities. SFAS No. 146 is effective
        for exit or disposal activities that are initiated after December 31,
        2002. The adoption of SFAS No. 146 had not impact on our financial statements.                                                                                                                                                                                                                                                                                                                                                                              

F-12

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 7

|Note 3 | Mineral Property Interests
|------ | --------------------------

| |  | A) | Ester Dome Gold Project, Fairbanks Mining
        District, Alaska                                                                                                                                                                              
| |  | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |    | The Ester Dome Gold Project encompasses
        all of the Company’s properties on Ester Dome, which is accessible
        by road 10 miles northwest of Fairbanks, Alaska. The specific properties
        at this site are as follows:        
|
| |  |    | i)                                                                                                                                                                                                                                              
|
| |  |    |                                                                                                                                                                                                                                                 
|
| |  |    | ii)                                                                                                                                                                                                                                             
|
| |  |    |                                                                                                                                                                                                                                                 
|
| |  |    | iii)                                                                                                                                                                                                                                            
|
| |  |    |                                                                                                                                                                                                                                                 
|
| |  | B) | Nolan Gold Project, Wiseman Mining District,
        Alaska                                                                                                                                                                                     
|
| |  |    | The Nolan Gold Project consists of 4 contiguous
        properties covering approximately 6 square miles, 8 miles west of Wiseman
        and 175 miles north of Fairbanks, Alaska. The specific properties at this
        site are as follows:
|
| |  |    | i)                                                                                                                                                                                                                                              
|
| |  |    |                                                                                                                                                                                                                                                 
|
| |  |    | ii)                                                                                                                                                                                                                                             
|
| |  |    |                                                                                                                                                                                                                                                 

F-13

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 8

|Note 3 | Mineral Property Interests – (cont’d)
|------ | -------------------------------------

| |  | B) | Nolan Gold Project, Wiseman Mining District,
        Alaska – (cont’d)                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |    | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |    | iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |    | v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | C) | Hammond Property, Wiseman Mining District,
        Alaska                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  |    | This property consists of 24 Federal placer
        claims and 36 Federal lode claims covering one and one-half square miles
        and adjoining the Nolan Gold Properties. The Company is obligated to pay
        a royalty equal to 10% of gross production and is subject to a minimum
        royalty of $80,000 per year. As at November 30, 2004, royalty payments
        totalling $320,000 (2003: $240,000) are unpaid, in arrears, and
        included in mineral claims payable.
|
| |  | D) | Eagle Creek Property, Fairbanks Mining
        District, Alaska                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |    | This property consists of 77 state mineral
        claims. The Company has an option agreement to purchase a 100% interest
        in the property for $400,000 of which $68,000 remains to be paid.
        The amount of $5,000 per year is required to be paid to keep the agreement
        in good standing.                                                                                                                                                                              

F-14

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 9

|Note 4 | Property, Plant and Equipment                                                                                          
|------ | -----------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                        
|       | Property, plant and equipment primarily
        include mining equipment and camp facilities at the Nolan Gold Project.

| |                              |   | 2004                 
| | ---------------------------- | - | ---------------------
| |                              |   |                      
| |                              |   | Cost                 
| |                              |   |                      
| | Nolan Gold Project buildings | $ | 63,000               
| | Nolan mining equipment       |   | 855,730              
| | Nolan mining equipment       |   |                      
| | under capital lease          |   | 1,134,342            
| | Other equipment              |   | 420,823              
| |                              |   |                      
| |                              | $ | 2,473,895            
| |                              |   |                      
| |                              |   | 2003
      (Restated)
| |                              |   |                      
| |                              |   | Cost                 
| |                              |   |                      
| | Nolan Gold Project buildings | $ | 63,000               
| | Nolan mining equipment       |   | 667,410              
| | Nolan mining equipment       |   |                      
| | under capital lease          |   | 1,746,320            
| | Other equipment              |   | 543,113              
| |                              |   |                      
| |                              | $ | 3,019,843            

|Note 5 | Accounts Payable and Accrued Liabilities            
|------ | ----------------------------------------------------
|       |                                                     
|       | Accounts payable and accrued liabilities consist of:

| |                  |   | 2004    |  |   | 2003      
| | ---------------- | - | ------- |  | - | ----------
| |                  |   |         |  |   | (Restated)
| |                  |   |         |  |   |           
| | Accounts payable | $ | 287,395 |  | $ | 330,130   
| | Accrued interest |   | 77,902  |  |   | 68,710    
| |                  |   |         |  |   |           
| |                  | $ | 365,297 |  | $ | 398,840   

F-15

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 10

|Note 6 | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company adopted SFAS No. 143 on December
        1, 2002. Upon adoption the Company increased its reclamation liability
        by $270,000, increased the carrying value of assets by $116,774
        and recorded a cumulative effect adjustment of $153,226.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | Asset retirement obligations relate to
        the closure and reclamation of the Grant Mine Tailing Pond, and to the
        reclamation work associated with the Nolan gold Project consisting of
        dismantling and removal of site structures and equipment, and reshaping
        and revegetating the disturbed areas. The Grant Mine assets were written
        off as impaired effective December 1, 2001 and an amount of $47,378
        was also charged to operations in the year ended November 30, 2003 for
        the increase in the asset retirement obligations related to those Grant
        Mine assets. The Company has no assets legally restricted for purposes
        of settling asset retirement obligations. Had SFAS No. 143 been applied
        to the year ended November 30, 2002, the accrued reclamation liability
        would have been $443,809.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | Reconciliation of asset retirement obligation
        for the years ended November 30, 2003 and 2004:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                       |   | Grant   |  |   | Nolan   |  |   |        
| | ------------------------------------- | - | ------- |  | - | ------- |  | - | -------
| |                                       |   | Mine    |  |   | Project |  |   | Total  
| |                                       |   |         |  |   |         |  |   |        
| | Balance, December 1, 2002 (restated)  | $ | 300,000 |  | $ | 166,000 |  | $ | 466,000
| |                                       |   |         |  |   |         |  |   |        
| | Accretion expense                     |   | 15,000  |  |   | 8,300   |  |   | 23,300 
| | Liabilities settled                   |   | -       |  |   | -       |  |   | -      
| |                                       |   |         |  |   |         |  |   |        
| | Balance, November 30, 2003 (restated) |   |         |  |   |         |  |   |        
| | and 2004                              | $ | 315,000 |  | $ | 174,300 |  | $ | 489,300

|Note 7 | Convertible Debentures– Note 9                                                                      
|------ | ----------------------------------------------------------------------------------------------------
|       |                                                                                                     
|       | Convertible debentures outstanding at
        November 30, 2004 and 2003 consisted of the following:

| |                       |   | 2004     |   |   | 2003     |  
| | --------------------- | - | -------- | - | - | -------- | -
| |                       |   |          |   |   |          |  
| | Renegotiated in 2001  | $ | -        |   | $ | 194,142  |  
| | Issued in 1994        |   | 140,000  |   |   | 140,000  |  
| | Issued in 1999        |   | 36,652   |   |   | 53,303   |  
| |                       |   |          |   |   |          |  
| |                       |   | 176,652  |   |   | 387,445  |  
| | Less: current portion |   | (176,652 | ) |   | (193,303 | )
| |                       |   |          |   |   |          |  
| |                       | $ | -        |   | $ | 194,142  |  

F-16

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 11

|Note 7 | Convertible Debentures–
      Note 9 – (cont’d)
|------ | -----------------------------------------------
|       |                                                
|       | a)                                             
|       |                                                
|       |                                                
|       |                                                
|       | b)                                             
|       |                                                
|Note 8 | Capital Lease
        Obligations              
|       |                                                
|       | a)                                             
|       |                                                
|       | b)                                             

| | During the year ended November 30, 2004, the Company
        entered into an agreement to combine the two lease agreements. The new
        agreement required payment upon signing of $50,000 (paid), monthly
        payments of $25,000 to December 2004 and $48,851 thereafter until
        July 2006 for the balance of principal plus interest at a rate of 7.5%
        per annum.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-17

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 12

|Note 8 | Capital Lease Obligations– (cont’d)                                                                                                                                                                                                                                                                                                                                                                          
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                              
|       | The assets and liabilities under capital
        leases are recorded at the lower of the present value of the minimum lease
        payments or the fair value of the asset. The assets are amortized over
        their estimated productive lives which are estimated to be 10 years. Amortization
        on assets under capital leases charged to expense in 2004 was $174,632
        (2003: $170,462).
|       |                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Minimum future lease payments under capital
        leases as of November 30, 2004 and 2003 for each of the next two years
        and in the aggregate are:                                                                                                                                                                                                                                                 

| |  |                              |   | 2004     |   |   | 2003      |  
| |  | ---------------------------- | - | -------- | - | - | --------- | -
| |  |                              |   |          |   |   |           |  
| |  | November 30, 2004            | $ | -        |   | $ | 705,466   |  
| |  | November 30, 2005            |   | 562,356  |   |   | 635,302   |  
| |  | November 30, 2006            |   | 419,636  |   |   | 52,880    |  
| |  |                              |   |          |   |   |           |  
| |  | Total minimum lease payments |   | 981,992  |   |   | 1,393,648 |  
| |  | Less: interest               |   | (64,510  | ) |   | (158,071  | )
| |  |                              |   |          |   |   |           |  
| |  |                              |   | 917,482  |   |   | 1,235,577 |  
| |  | Less: current portion        |   | (510,014 | ) |   | (594,085  | )
| |  |                              |   |          |   |   |           |  
| |  | Long-term portion            | $ | 407,468  |   | $ | 641,492   |  

F-18

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 13

|Note 9 | Common Stock
|------ | ------------
|       |             
|       | Commitments:
|       |             
|       | a)          
|       |             
|       |             

| |  |                                                  |            |   | Weighted
| |  | ------------------------------------------------ | ---------- | - | --------
| |  |                                                  | Number     |   | Average 
| |  |                                                  | of         |   | Exercise
| |  |                                                  | Options    |   | Price   
| |  |                                                  |            |   |         
| |  | Outstanding at November 30, 2002                 | 2,800,000  |   | $0.25   
| |  | Granted                                          | 7,220,000  |   | 0.63    
| |  | Exercised                                        | (200,000   | ) | 0.35    
| |  | Expired                                          | (400,000   | ) | 0.35    
| |  |                                                  |            |   |         
| |  | Outstanding at November 30, 2003                 | 9,420,000  |   | $0.52   
| |  | Granted                                          | 20,880,000 |   | 0.11    
| |  | Expired                                          | (870,000   | ) | 0.18    
| |  |                                                  |            |   |         
| |  | Outstanding and exercisable at November 30, 2004 | 29,430,000 |   | $0.24   

| |  | As at November 30, 2004, the following stock options were outstanding:
| |  | ----------------------------------------------------------------------

|Number of  |  | Exercise |  |                  
|---------- |  | -------- |  | -----------------
|Options    |  | Price    |  | Expiry Date      
|           |  |          |  |                  
|6,500,000  |  | $0.13    |  | December 4, 2008 
|5,680,000  |  | 0.13     |  | January 8, 2011  
|15,000,000 |  | 0.10     |  | July 8, 2011     
|550,000    |  | 0.10     |  | December 1, 2004 
|900,000    |  | 0.15     |  | February 1, 2008 
|200,000    |  | 0.20     |  | May 1, 2005      
|200,000    |  | 0.30     |  | September 1, 2005
|200,000    |  | 0.40     |  | September 1, 2005
|200,000    |  | 0.50     |  | September 1, 2005
|           |  |          |  |                  
|29,430,000 |  |          |  |                  

F-19

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 14

|Note 9 | Common Stock– (cont’d) 
|------ | -----------------------
|       |                        
|       | Commitments: - (cont’d)
|       |                        
|       | a)                     
|       |                        
|       |                        

| |  |                                            |   | 2004       |   |   | 2003       |  
| |  | ------------------------------------------ | - | ---------- | - | - | ---------- | -
| |  |                                            |   |            |   |   |            |  
| |  | Net loss for the year as reported          | $ | (4,304,232 | ) | $ | (8,519,169 | )
| |  |                                            |   |            |   |   |            |  
| |  | Stock-based compensation                   |   | (1,431,600 | ) |   | -          |  
| |  |                                            |   |            |   |   |            |  
| |  | Pro forma net loss for the year            | $ | (5,735,832 | ) | $ | (8,519,169 | )
| |  |                                            |   |            |   |   |            |  
| |  | Pro forma basic and diluted loss per share | $ | (0.03      | ) | $ | (0.07      | )

| |  | The following assumptions were used for the Black-Scholes model:
| |  | ----------------------------------------------------------------

| |  | Risk free interest rate                     | 2.63% - 3.38%  | 
| |  | ------------------------------------------- | -------------- | 
| |  | Dividend free yield                         | 0%             | 
| |  | Expected volatility                         | 74.8% - 111.1% | 
| |  | Weighted average expected stock option life | 7 years        | 

| |    | The weighted average fair value of the employee
        and director stock options granted was $0.07 per share.                                         
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) | Warrants:                                                                                                                                               
|
| |    | Warrants outstanding as at November 30, 2004 are
        exercisable into 1 common share for each warrant held and a summary is
        presented below:

F-20

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 15

|Note 9 | Common Stock– (cont’d) 
|------ | -----------------------
|       |                        
|       | Commitments: - (cont’d)
|       |                        
|       | b)                     

|           |  | Exercise  |  |                   
|---------- |  | --------- |  | ------------------
|           |  | Price per |  |                   
|Number of  |  | Warrant   |  |                   
|Warrants   |  | $         |  | Expiry Date       
|           |  |           |  |                   
|5,000,000  |  | 0.0750    |  | April 19, 2006    
|1,400,000  |  | 0.0750    |  | May 10, 2006      
|2,000,000  |  | 0.0400    |  | May 27, 2006      
|8,000,000  |  | 0.0650    |  | June 9, 2006      
|8,000,000  |  | 0.0750    |  | June 9, 2006      
|2,500,000  |  | 0.0650    |  | July 9, 2006      
|2,500,000  |  | 0.0750    |  | July 9, 2006      
|5,357,143  |  | 0.0550    |  | September 15, 2006
|2,857,143  |  | 0.0575    |  | September 15, 2006
|2,500,000  |  | 0.0650    |  | September 15, 2006
|2,333,333  |  | 0.0600    |  | October 1, 2005   
|10,000,000 |  | 0.0500    |  | November 1, 2006  
|10,000,000 |  | 0.0575    |  | November 1, 2006  
|2,666,666  |  | 0.1500    |  | February 25, 2007 
|           |  |           |  |                   
|65,114,285 |  |           |  |                   

|        | c)                                                                                                                                                                                                                                             | Convertible Debentures – Note 7
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------
|        |                                                                                                                                                                                                                                                |                                
|Note 10 | Related Party Transactions                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                |                                
|        | The Company has had related
        party transactions with Tri-Con Mining Ltd., Tri-Con Mining Inc., Tri-Con
        Mining Alaska Inc. (collectively the “Tri-Con Group”), all
        of which are controlled by a director of the Company.

F-21

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 16

|Note 10 | Related Party Transactions– (cont’d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | The Tri-Con Group are operations, exploration
        and development contractors and have been employed by the Company under
        contract since 1972 to carry out all the Company’s fieldwork and
        to provide administrative and management services. Under the current contract
        dated January, 1997, work is charged at cost plus 25% for exploration
        and cost plus 15% for development and mining. Cost includes out-of-pocket
        or actual cost plus 15% charge for office overhead including stand-by
        and contingencies. There is no mark- up on capital purchases. The Tri-Con
        Group does not charge the Company for the services of its directors who
        are also directors of the Company. At November 30, 2004, the Company had
        advanced $532,131 (2003: $118,889) to the Tri-Con Group for exploration
        and development expenses to be performed during the next fiscal period
        on behalf of the Company. For the year ended November 30, 2004, the Tri-Con
        Group’s services focused mainly on corporate planning, mining, engineering
        and preparation for year round production on the Company’s Nolan
        property, administration services at both the field and corporate offices
        and the Low-Rank Coal-Water fuel project.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | The aggregate amounts paid to the Tri-Con
        Group each year by category, including amounts relating to the Grant Mine
        Project and Nolan properties, for disbursements and for services rendered
        by the Tri-Con Group personnel working on the Company’s projects
        and include interest charged on outstanding balances at the Tri-Con Group’s
        borrowing costs are shown below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                                 |   | 2004      |  |   | 2003      | 
| | ----------------------------------------------- | - | --------- |  | - | --------- | 
| |                                                 |   |           |  |   |           | 
| | Exploration, development and field services     | $ | 948,729   |  | $ | 3,841,618 | 
| | Administrative and management services          |   | 831,017   |  |   | 427,551   | 
| | Research                                        |   | 79,967    |  |   | 148,465   | 
| |                                                 |   |           |  |   |           | 
| |                                                 | $ | 1,859,713 |  | $ | 4,417,634 | 
| |                                                 |   |           |  |   |           | 
| | Amount of total charges in excess of Tri-Con    |   |           |  |   |           | 
| | costs incurred                                  | $ | 275,121   |  | $ | 984,726   | 
| |                                                 |   |           |  |   |           | 
| | Excess amount charged as a percentage of actual |   |           |  |   |           | 
| | costs incurred                                  |   | 14.8%     |  |   | 22.3%     | 

| | The amounts charged for services by the Tri-Con Group
        approximate the fair value of these costs had they been performed by arm’s
        length parties.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

F-22

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 17

|Note 11 | Income Taxes                                                                                                                            
|------- | ----------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                         
|        | Tax effects of temporary differences
        that give rise to deferred tax assets at November 30, 2004 and 2003 are
        as follows:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | 2004        |   |   | 2003        |  
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |             |   |   | (Restated)  |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |             |   |   |             |  
| | Net operating loss carry forwards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | $ | 12,075,000  |   | $ | 14,467,000  |  
| | Temporary differences arising from mineral                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |             |   |   |             |  
| | properties and building, plant and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | (1,364,000  | ) |   | 1,051,000   |  
| | Valuation allowance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | (10,711,000 | ) |   | (15,518,000 | )
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |             |   |   |             |  
| | Net future tax asset (liability)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $ | -           |   | $ | -           |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |             |   |   |             |  
| | At November 30, 2004, we had
        losses carried forward totalling $23,261,000 available to reduce future
        years’ income for U.S. income tax purposes which expire in various
        years to 2024. In addition, we had losses carried forward in Canada totalling
        CDN$14,501,000 which expire in various years to 2014.
      The provision for income taxes differs from the amount
        computed by applying the Canadian statutory federal income tax rate of
        37.62% (2003: 37.62%) to net loss before provision for income taxes. The
        sources and tax effects of the differences are as follows:

| |                                          |   | 2004       |   |   | 2003       |  
| | ---------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                          |   |            |   |   | (Restated) |  
| |                                          |   |            |   |   |            |  
| | Computed “expected” tax benefit          | $ | (1,718,000 | ) | $ | (3,205,000 | )
| | Tax loss expired during the year         |   | 1,546,000  |   |   | 1,021,000  |  
| | Temporary differences and other          |   | 18,000     |   |   | (86,000    | )
| | Change in valuation allowance            |   | 64,000     |   |   | 2,200,000  |  
| | Difference in foreign tax rate and other |   | 90,000     |   |   | 70,000     |  
| |                                          |   |            |   |   |            |  
| | Income tax provision                     | $ | -          |   | $ | -          |  

|Note 12 | Commitments and Contingencies
|------- | -----------------------------
|        |                              
|        | a)                           
|        |                              
|        |                              

F-23

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 18

|Note 12 | Commitments and Contingencies– (cont’d)
|------- | ---------------------------------------
|        |                                        
|        | b)                                     
|        |                                        
|        |                                        
|        |                                        
|        | c)                                     
|        |                                        
|        |                                        

| |  | Year ended November 30, 2005 |  | $ | 51,784  | (CDN$61,416)
| |  | ---------------------------- |  | - | ------- | ------------
| |  | 2006                         |  |   | 51,784  | (CDN$61,416)
| |  | 2007                         |  |   | 12,946  | (CDN$15,354)
| |  |                              |  |   |         |             
| |  |                              |  | $ | 116,514 |             

|Note 13 | Segment Disclosures
|------- | -------------------
|        |                    
|        | a)                 
|        |                    
|        |                    
|        |                    
|        | b)                 
|        |                    
|        |                    

| |  |                        |   | 2004      |  |   | 2003      
| |  | ---------------------- | - | --------- |  | - | ----------
| |  |                        |   |           |  |   | (Restated)
| |  | Net loss for the year: |   |           |  |   |           
| |  | Canada                 | $ | 1,824,434 |  | $ | 1,746,886 
| |  | United States          |   | 2,479,798 |  |   | 6,772,283 
| |  |                        |   |           |  |   |           
| |  |                        | $ | 4,304,232 |  | $ | 8,519,169 
| |  | Long-lived assets:     |   |           |  |   |           
| |  | Canada                 |   | 8,473     |  |   | 19,618    
| |  | United States          |   | 1,632,318 |  |   | 2,277,339 
| |  |                        |   |           |  |   |           
| |  |                        | $ | 1,640,791 |  | $ | 2,296,957 

F-24

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 19

|Note 14 | Non-Cash Transactions                                                                                                                                                                                                                    
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                          
|        | Investing and
        financing activities that do not have a direct impact on current cash
        flows are excluded from the cash flow statements. The following transactions
        were excluded from the statements of cash flows:
|        |                                                                                                                                                                                                                                          
|        | During the year
        ended November 30, 2004:                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                          
|        | a)                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                          
|        | b)                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                          
|        | c)                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                          
|        | d)                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                          
|        | During the year
        ended November 30, 2003:                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                          
|        | a)                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                          
|        | b)                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                          
|        | c)                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                          
|        | d)                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                          
|Note 15 | Subsequent
        Events                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                          
|        | Subsequent to
        November 30, 2004, the Company:                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                          
|        | a)                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                          
|        | b)                                                                                                                                                                                                                                       

F-25

---

Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 20

|Note 15 | Subsequent
        Events– (cont’d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Note 16 | Comparative
        Figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | Certain figures
        of the comparative year have been restated to conform with the current year’s
        presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Note 17 | Restatement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | The accompanying
        consolidated financial statements for the year ended November 30, 2003
        have been restated to give effect to the write-off of exploration and
        mineral property costs previously capitalized, to correct a computation
        error in the amount of asset retirement obligations, to provide for an
        impairment charge on certain property, plant and equipment, and to correct
        an error in recording the effect of the issuance of shares of common stock
        issued at a 20% discount to debenture holders upon repayment of amounts
        due by way of stock issued instead of cash. These restatements occurred
        and were recorded for the years ended November 30, 2003 and 2002.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | The effect of
        the restatements on loss for the period and loss per share is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-26

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Silverado Gold Mines Ltd. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  November 30, 2004 and 2003
  (Stated in United States Dollars) – Page 21

|Note 17 | Restatement – (cont’d)
|------- | ----------------------

| |                                               |   | 2003       |  
| | --------------------------------------------- | - | ---------- | -
| |                                               |   |            |  
| | Net loss for the period, as previously stated | $ | (3,675,079 | )
| |                                               |   |            |  
| | Exploration costs written off                 |   | (4,766,335 | )
| | Mineral property costs written off            |   | 350,000    |  
| | Depreciation and accretion                    |   | (77,618    | )
| | Beneficial conversion feature                 |   | (196,911   | )
| | Cumulative effect of accounting change        |   | (153,226   | )
| |                                               |   |            |  
| | Net loss for the period, as restated          | $ | (8,519,169 | )
| |                                               |   |            |  
| | Net loss per share, as previously stated      | $ | (0.03      | )
| |                                               |   |            |  
| | Exploration costs written off                 |   | (0.04      | )
| | Mineral property costs written off            |   | (0.00      | )
| | Depreciation and accretion                    |   | (0.00      | )
| | Beneficial conversion feature                 |   | (0.00      | )
| | Cumulative effect of accounting change        |   | (0.00      | )
| |                                               |   |            |  
| | Net loss per share, as restated               | $ | (0.07      | )

F-27

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ITEM 13.         EXHIBITS

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

- 3 -

---

|10.17 |  | Form of Delay Agreement between the Company
        and certain of the Selling Shareholders.(9)                                                                                                          
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                          
|10.18 |  | 2004 Stock Option Plan (10)                                                                                                                                                                              
|      |  |                                                                                                                                                                                                          
|23.1  |  | Consent of
        Morgan & Company(11)                                                                                                                                                                  
|      |  |                                                                                                                                                                                                          
|23.2  |  | Consent of
        Amisano Hanson(11)                                                                                                                                                                    
|      |  |                                                                                                                                                                                                          
|31.1  |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002(11)                                                       
|      |  |                                                                                                                                                                                                          
|32.1  |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002(11)

|(1)  | Filed as an exhibit to the Company’s Registration
        Statement on Form 10 filed initially on May 11, 1984, as amended.
|---- | ---------------------------------------------------------------------------------------------------------------------------
|(2)  | Filed as an exhibit to the Company’s Quarterly
        Report on Form 10-Q filed on July 15, 1997.                         
|(3)  | Filed as an exhibit to the Company’s Current
        Report on Form 8-K filed on September 11, 2002.                       
|(4)  | Filed as an exhibit to the Company’s Annual
        Report on Form 10-K for the year ended November 30, 1995.              
|(5)  | Filed as an exhibit to the Company’s Annual
        Report on Form 10-K for the year ended November 30, 1996.              
|(6)  | Filed as an exhibit to the Company’s Annual
        Report on Form 10-KSB for the year ended November 30, 2002.            
|(7)  | Filed as an exhibit to the Company’s Schedule
        14A Proxy Statement filed April 29, 2003.                            
|(8)  | Filed as an exhibit to the Company’s Current
        Report on Form 8-K filed on June 13, 2003.                            
|(9)  | Filed as an exhibit to the Company’s Registration
        Statement on Form SB-2 filed on May 19, 2004;                    
|(10) | Filed as an exhibit to the Company’s Quarterly
        Report on Form 10-QSB filed on July 15, 2004.                       
|(11) | Filed as an exhibit to this Amendment No. 1 to Annual
        Report on Form 10-KSB.                                       

- 4 -

---

SIGNATURES

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

|SILVERADO GOLD MINES LTD. |                                                    
|------------------------- | ---------------------------------------------------
|                          |                                                    
|                          |                                                    
|By:                       | /s/ Garry L. Anselmo                               
|                          | Garry L. Anselmo, President                        
|                          | Chief Executive Officer and Chief Financial Officer
|                          | Director                                           
|                          |                                                    
|Date:                     | May 25, 2005                                       

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

|By:   | /s/ Garry L. Anselmo                                           | 
|----- | -------------------------------------------------------------- | 
|      | Garry L. Anselmo, President                                    | 
|      | Chief Executive Officer and Chief Financial Officer            | 
|      | (Principal Executive Officer)                                  | 
|      | (Principal Financial Officer and Principal Accounting Officer) | 
|      | Director                                                       | 
|      |                                                                | 
|Date: | May 25, 2005                                                   | 
|      |                                                                | 
|      |                                                                | 
|      |                                                                | 
|      |                                                                | 
|By:   | /s/ James F. Dixon                                             | 
|      | James F. Dixon                                                 | 
|      | Director                                                       | 
|      |                                                                | 
|Date: | May 25, 2005                                                   | 
|      |                                                                | 
|      |                                                                | 
|      |                                                                | 
|      |                                                                | 
|By:   | /s/ John R. McKay                                              | 
|      | Stuart McCulloch  (signed by John R. MacKay his alternate)     | 
|      | Director                                                       | 
|      |                                                                | 
|Date: | May 25, 2005                                                   | 

- 5 -

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