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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

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, 2003

** ̈**  Transition
  Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934
  For the transition period from _____ to _____

COMMISSION FILE NUMBER: 0-12132

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

|British Columbia, Canada                                       | 98-0045034                     
|-------------------------------------------------------------- | -------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification
|                                                               | No.)                           
|                                                               |                                
|Suite 505, 1111 West Georgia Street                            |                                
|Vancouver, British Columbia, Canada                            | V6E 4M3                        
|(Address of principal executive offices)                       | (Zip Code)                     
|                                                               |                                
|(604) 689-1535                                                 |                                
|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.) $21,307,027 as of March 12, 2004

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date. 174,282,256
  Common Shares as of March 12, 2004

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

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PART I

ITEM 1.          DESCRIPTION
  OF BUSINESS. FORWARD-LOOKING STATEMENTS

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

INTRODUCTION

We are engaged in the acquisition, exploration and development
  of mineral properties in the State of Alaska. Currently we are actively engaged
  in development, mining and exploration activities at our Nolan Gold Project.
  Our plan of operations for the next twelve months is to continue development,
  mining and exploration activities at the Nolan Gold Project. We are also seeking
  financing to enable us to construct a commercial test facility with the objective
  of establishing the viability of the production of low-rank coal-water fuel
  as a replacement for oil fired boilers and electrical utility generators.

CORPORATE ORGANIZATION

Silverado Gold Mines Ltd. was incorporated under the laws
  of British Columbia, Canada, in June 1963. We operate in the United States through
  our wholly owned subsidiary, Silverado Green Fuel Inc. (formerly Silverado Gold
  Mines Inc.). Silverado Green Fuel Inc. was incorporated in the State of Alaska
  in 1981.

Our exploration and development activities are managed and
  conducted by affiliated companies, Tri-Con Mining Ltd. (Tri-Con),
  Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. pursuant to written operating
  agreements. Each of Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining
  Alaska Inc. are privately owned corporations controlled by Garry L. Anselmo,
  who is the President, Chief Executive Officer, Chief Financial Officer, Chairman
  and a Director of Silverado. See Item 12  Certain Relationships and Related
  Transactions.

MINERAL EXPLORATION AND DEVELOPMENT BUSINESS

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

|1. | the Nolan Gold Project;        
|-- | -------------------------------
|   |                                
|2. | the Ester Dome Gold properties;

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|3. | the Hammond properties; and
|-- | ---------------------------
|   |                            
|4. | the Eagle Creek properties.

Our plan of operation for our mineral properties is discussed below:

1.The
  Nolan Gold Project

Our primary area of exploration and development interest is
  the Nolan Gold Project. The properties comprising the Nolan Gold Project are
  discussed in detail under Item 2  Description of Properties of this Annual
  Report on Form 10-KSB.

Our plan of operation is to continue exploration, development
  and mining programs at the Nolan Gold Project. Our exploration activities are
  directed at the definition of placer gold targets and location of the lode source
  of the Nolan placer gold deposits. Our areas of interest for placer mining include:
  Mary's Bench, the Nolan Deep Channel, the Swede Channel, the Treasure Chest,
  and Wooll Bench. Our exploration for lode gold is being focused on the Solomon
  Shear Trend. Our successful definition of a significant gold deposit in any
  of these areas could lead to us developing and mining those areas. Our recent
  development and mining activities have been carried out as part of a three year
  mining plan for the Nolan Gold Project.

We have presently suspended our development and mining activities
  on the Nolan Deep Channel that are being carried out as part of the three year
  mining plan for the Nolan Gold Project. We are currently evaluating our mining
  and development plans for 2004. We anticipate proceeding with development and
  mining on the elevated benches above the Nolan Creek, however no determination
  has been made to date. We anticipate proceeding with development and mining
  of the elevated benches above the Nolan Creek, rather than continuing with the
  development and mining of the Nolan Deep Channel, as the elevated benches are
  less prone to the severe water problems that we encountered at the Nolan Deep
  Channel in winter 2002/ 2003. We believe that further development drilling on
  the Nolan Deep Channel is warranted prior to re-commencing development and mining
  activities at the Nolan Deep Channel in order to better delineate areas targeted
  for development and mining while minimizing inflow water problems.

The main focus of our current mining and development activities
  is placer gold. Placer gold is gold that has been separated from
  its host rock and is often re-concentrated in beds of old streams and rivers.
  Placer gold will occur in both nugget form and in fine gold form.

We plan to spend approximately $2,400,000 in the next twelve
  months in carrying out our development, mining and exploration plans for the
  Nolan Gold Project. While this amount of expenditures may be offset by any revenues
  we achieve from gold production, we anticipate that we will require substantial
  financing in order to proceed with our plan of operations. Subsequent to November
  30, 2003 we achieved sufficient financing that will enabled us to proceed with
  mining and development plans for the next 6 months. See the discussion of our
  cash resources and working capital under Liquidity and Financial Condition under
  item 6 and in the section entitled Risk Factors.

Exploration, Development and Mining at the Nolan Gold Project

We received an engineers report in the summer of 2002
  that outlined a three year plan to develop and mine the Nolan Deep Channel area.
  We determined to proceed with this plan and we completed the necessary development
  work that has enabled us to start processing material for recovery of gold in
  the summer of 2003. Our activity at the Nolan Gold Project during the 2002/
  2003 season included mining of surface placer sources, wash plant acquisition,
  construction and operation to recover placer gold from mined sources, exploration
  and development efforts, and reclamation. Additionally, we undertook camp upgrading
  to provide improved living quarters for the crew. Specifically we continued
  with development and mining of the underground Nolan Deep Channel as well as
  surface mining of Marys Bench and Wooll Bench. Additionally, we commenced
  an exploration and development drilling program of the upper Nolan Creek and
  the "Treasure Chest" zone in the fall of 2003.

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

On November 1, 2002, we commenced underground mining operations
  in the Nolan Deep Channel. The Nolan Deep Channel is an underground frozen river
  bed located approximately 100 to 200 feet beneath the existing Nolan Creek.
  The Nolan Deep Channel begins at the confluence of Nolan Creek and Fay Creek
  and continues southward beneath Nolan Creek for approximately 2.5 miles. Our
  construction of the B and C decline tunnels in the Nolan
  Deep Channel were completed as planned, however, the construction of the A
  decline tunnel was not completed due to unseasonably warm temperatures encountered
  during the winter of 2002/ 2003. Warm temperatures resulted in the presence
  of high volumes of water and instability which forced the abandonment of our
  efforts to construct the A decline tunnel. While similar conditions
  were encountered in the B and C decline tunnels, mining
  was able to proceed by pumping infiltration water to the surface and by the
  installation of a ventilation shaft to improve air circulation. We constructed
  an underground tunnel between the B and C decline tunnels,
  as planned, although this connection was completed behind schedule due to water
  problems. Once the connection was made we continued to mine gravel on a round-the-clock
  basis in order to extract as much gravel as possible. Our mining operations
  continued until April 2, 2003 when spring temperatures forced underground mining
  to cease. Warm temperatures had an adverse impact on our mining of the Nolan
  Deep Channel due to its nature as a frozen river bed. Mining problems associated
  with warm weather during the winter of 2002/ 2003 caused our costs to increase
  over projected costs and our production of gold bearing material to be significantly
  less than projected.

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

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

We undertook a placer gold exploration and development drilling
  program during September and October of 2003 to define the upper Nolan Creek
  gold resource and to explore a part of the "Treasure Chest" zone. The Treasure
  Chest area was designated by our geological crew as applying to an area above
  Mary's Bench on the side of Smith Creek Dome. The area is a placer deposit target
  based on geological and geomorphologic interpretation. We drilled twenty-seven
  27 holes on upper Nolan Creek and an additional 27 holes on the Treasure Chest
  area.

We designed and planned a hard rock drilling program before
  year-end, however, it was not commissioned until after the fiscal year due to
  very cold weather hindrances. Our drilling program commenced in December, 2003.
  Our drilling program is intended to test for the presence of vein or shear zone
  mineralization in the Solomon Shear Trend.

We undertook reclamation in several areas of the project in
  accordance with the operating permit requirements. Disturbances resulting from
  our mining, wash plant construction, ore stockpile, tailings

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handling, tailings ponds, and road access amounted to 8.84
  acres; this was partially offset by our reclamation of 3.36 acres in the Workman's
  Bench and the Wooll Bench areas. We will undertake additional reclamation as
  mining and milling area use is completed.

We have continued our cooperation with Dot Helm, a Wasilla
  based University of Alaska Fairbanks Agricultural, Forestry and Experiment Station
  scientist. Dot Helm undertook experimental planting during this past June to
  test plant growth adaptability for the Nolan area. The intent of the study is
  to find plants that are hardy enough to survive in a mined area setting without
  any special care or maintenance. Follow up to the experiment will be conducted
  periodically.

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

Nolan Gold Recovery Operations

We completed the construction of a washing plant to recover
  gold from the mined ore in the summer of 2003. Our washing plant is referred
  to as the gold recovery facility. The gold recovery facility is located adjacent
  to Nolan Creek near the confluence of the Nolan Creek and Archibald Creek. The
  gold recovery facility incorporates nugget traps, hydraulic riffles, classification
  and gravity concentration processes in order to recover gold. Our washing plant
  facility is able to recover both coarse gold nuggets and fine gold dust using
  a series of processing operations. Our facility is capable of operating at a
  75 yard per hour process rate. The washing plant includes a vibrating grizzly
  for removal of over-size boulders. Gravel feed is screened and treated by a
  series of gold nugget traps and hydraulic riffles where larger gold nuggets
  are collected. All discharged material is then re-screened to a finer fraction,
  which is then processed through a series of water-pulsing jigs to
  remove fine gold, then sent to a high gravity centrifugal bowl concentrator
  to remove the ultra-fine gold or gold dust. The material left over
  from the centrifugal bowl concentrator is referred to by us as concentrate.
  Water supply and water treatment systems have been incorporated into the washing
  plant facility and settling ponds for optimizing water usage using a closed-circuit
  zero-discharge system in a clean, environmentally sound manner.

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

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

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

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

Planned Mining Operations

We are drilling to target the following areas of the Nolan
  Gold Project for mining in the 2003/ 2004 winter season: Mary's Bench, the Nolan
  Deep Channel, the Swede Channel and the Treasure Chest area. These various gravel
  benches are located above the elevation of Nolan Creek on the slopes of the
  Smith Dome. We are planning to mine the gravel bench known as the Marys
  Bench that is located approximately 200 to 300 feet in elevation above the confluence
  of Nolan Creek and Archibald Creek. Treasure Chest bench is located approximately
  200 to 400 feet in elevation above the Nolan Creek to the south of Marys
  Bench.

We anticipate that the mining of Marys Bench will be
  done by open cut mining methods. To date we have not finalized our mining plan
  for: Marys Bench, Nolan Deep Channel, Swede Channel or the Treasure Chest
  areas. Our plan is dependent on the geological review of the drill holes to
  be completed on this bench during the winter of 2004 as well as our assessment
  of whether surface or underground mining will be optimal for extraction operations.
  If gravel is mined during the 2003-2004 winter season it will be processed for
  gold recovery in the summer of 2004.

Our plan of operations at the Nolan Gold Project will be continually
  evaluated and modified as mining, development and exploration results become
  available. Modifications to our plan will be based on many factors, including:
  assessment of data, weather conditions, mining costs the price of gold and available
  capital.

Exploration Program Planned for Nolan during 2004

Our exploration plans are to further define gold deposits
  in order to provide a basis for the assessment of the feasibility of future
  additional mining at the Nolan project.

We are currently undertaking an extensive geological exploration
  program on the Nolan Gold Project. The program includes: drilling, as well as
  the review of geological and geophysical data. The overall objectives of our
  exploration program are as follows:

|1. | To identify surface mineable placer deposits at our
        Nolan Gold Project. In general, these deposits are located in benches
        that are ancient river beds and lakeshore deposits located above the present
        channel of Nolan Creek. These deposits include Marys Bench, Wooll
        Bench, Workmans Bench, Eureka Bench and Lower Nolan Bench. Marys
        Bench deposit was mined by us in 1995, the Eureka Bench was mined by us
        in 1994 and 1995 and the Workmans Bench was mined by us in 1999
        and 2000. The objectives of our drilling program will include the determination
        of the nature and extent of areas of known bench deposits that are prospects
        for mining and the identification of new bench deposits that may be prospects
        for mining.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | We have plans to complete a drill program to determine
        the location of a potential lode deposit, referred to by us as the Nolan
        Lode, which may be the source of the placer gold found on the Nolan Gold
        Project. A lode deposit of gold occurs when gold is present in its host
        rock and is differentiated from placer gold which is gold that has been
        removed from its host rock by the                                                                                                                                                                                                                                                                                                                                                                                          

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|                                                                                                                          | process of erosion. Our drill program will be part
        of our ongoing geologic and geophysical investigations to determine whether
        there is a lode source on the Nolan Gold project that is the source of
        our placer gold deposits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|3.                                                                                                                        | The re-commencement of a drill program on the Slisco
        Bench deposit which is located on our Hammond River property. The Nolan
        Deep Channel begins at the confluence of Nolan Creek and Fay Creek and
        continues southward beneath Nolan Creek for approximately 2.5 miles. The
        Slisco Bench is approximately 3 to 4 miles northeast of the Nolan Deep
        Channel. The purpose of our drill program would be to obtain the necessary
        geotechnical and engineering data to determine whether commencement of
        underground mining of the gold bearing gravels of the Slisco Bench is
        warranted. To date, we have completed 58 exploration drill holes on the
        Slisco Bench. While Slisco Bench has an indicated length of about 4500
        feet, only about 1200 feet of the up-river part of the bench was probed
        by our 1995 drilling program. An ancient river channel was located and
        found to contain placer gold similar to the gold nuggets we have been
        mining on the Nolan Creek claims. The channel is overlain by as much as
        200 feet of frozen overburden. Therefore, if sufficient values of gold
        per cubic yard were verified, Slisco Bench would be a potential location
        to develop underground mining operations. We would design an exploration
        drill program to test the entire length of the Slisco Bench in order to
        determine the location of the ancient river channel and to analyze drill
        samples for their placer gold content. Up to several hundred drill holes
        may be necessary to fully define the location and gold values of this
        area. Drilling should occur in two phases, the first phase designed to
        outline the presence of the ancient channel and determine approximate
        dimensions as well as tenor of the gold bearing gravels. The second phase
        of drilling will be at closer line intervals with closer hole spacings,
        and would serve to provide the technical information required upon which
        a mining pre-feasibility study would be based.
|                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Currently we are undertaking the following activities
      as part of our exploration program on the Nolan Gold Project:
|                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.                                                                                                                        | During the summer of 2003 we undertook the review
        of geological data available to us regarding the Nolan Gold Project. This
        geological data includes information that has been compiled over our 23
        year history at the Nolan Gold Project and a five year resource assessment
        of the 11.6 million acre Koyukuk Mining District, in which the Nolan Gold
        Project is located, that was published by the United States Department
        of Interior in July 2002. The data reviewed included geology, geophysics,
        rock, soil and stream sediment geochemistry, drilling and trenching samples
        and results of areas mined. Based on this review, our geologists identified
        a north-east trending zone of mineralization, which is mineralized with
        gold and pathfinder elements such as arsenic and antimony. This zone of
        mineralization is located on Smith Creek Dome above the elevation of Nolan
        Creek and to the east of Nolan Creek. Based on this observed mineralization,
        our geologists recommended that we pursue an exploration program on the
        zone of mineralization in order to assess whether the mineralization is
        associated with a lode deposit of gold that may contribute to the placer
        accumulations of gold found on the Nolan Gold Project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.                                                                                                                        | We have plans to pursue exploration of the identified
        area of mineralization that may be a lode deposit of gold and mobilize
        a drill to the area of the identified mineralization. We plan to drill
        the identified mineralization in the coming months. The results will be
        used to assess whether further geological exploration and drilling of
        this area of identified mineralization is warranted. Even if results of
        the drilling program are positive, substantial and extensive geological
        exploration and drilling beyond the scope of the current drilling program
        will be necessary to establish whether any identified mineralization will
        support economic mining of the deposit. There is no assurance that the
        results of our current drilling program will be positive or that any economic
        lode deposit of gold is associated with this mineralization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.                                                                                                                        | In September 2003 we commenced a drilling program
        on the upper portion of the Nolan Deep Channel. We have completed a total
        of 29 drill holes to date. In the future the results of these drill holes
        will assist in our plan to surface mine the upper portion of the Nolan
        Deep Channel below the A tunnel decline and above the B
        tunnel decline, as discussed above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|4. | We also have plans to complete a drilling program
        on the potential gold bearing bench material that we refer to as the Treasure
        Chest. The Treasure Chest is adjacent to and to the southeast of the Marys
        Bench deposit. The results of our drilling program will determine whether
        this bench deposit contains sufficient potential gold in order to warrant
        mining and to determine whether surface or underground mining will be
        required.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | We have plans to drill the areas of the lower Nolan
        Deep Channel and the Slisco Bench. The Slisco Bench is approximately 3
        to 4 miles northeast of the Nolan Deep Channel. Our ability to complete
        drilling at these locations will be dependent upon the amount of funds
        available for exploration and our exploration priorities.                                                                                                                            

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

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

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

We plan to spend approximately $600,000 on exploration activities
  during the next twelve months. This amount will fluctuate depending on the actual
  amount of funds that we have available for exploration. The exploration work
  being done during the winter of 2003/ 2004 will be subject to intermittent interruptions
  caused by foul or intense cold weather.

2.Ester
  Dome Property

The properties comprising our Ester Dome gold project are
  discussed in detail under Item 2  Description of Properties of this Annual
  Report on Form 10-KSB. Currently we are not undertaking any exploration activities
  on the Ester Dome Gold Project.

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

3.Hammond
  Property

The properties comprising our Hammond property are discussed
  in detail under Item 2  Description of Properties of this Annual Report
  on Form 10-KSB. As at November 30, 2003, we were not undertaking any exploration
  activities on the Hammond property. This property is also referred to as the
  Slisco Bench property.

4.Eagle
  Creek Property

The properties comprising our Eagle Creek property are discussed
  in detail under Item 2  Description of Properties of this Annual Report
  on Form 10-KSB. Currently we are not undertaking any exploration activities
  on the Eagle Creek property.

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Marshall Dome Property

On March 10, 2003 a joint release of claims and settlement
  agreement for claims on the Marshall Dome property was achieved, and we terminated
  the lease. We no longer have any interest in the Marshall Dome property.

GOLD USES AND PRICES

Gold has two main categories of use--product fabrication and
  bullion investment. Gold has a variety of end uses, including jewellery, electronics,
  dentistry, industrial and decorative uses, medals, medallions and official coins.
  Gold investors buy gold bullion, official coins and high-karat jewellery.

The worldwide supply of gold consists of a combination of
  new production from mining and the draw-down of existing stocks of bullion and
  fabricated gold held by governments, financial institutions, industrial organizations
  and private individuals. In recent years, mine production has accounted for
  60% to 65% of the total annual supply of gold.

The following table presents the annual high, low and average
  afternoon fixing prices over the past ten years, expressed in U.S. dollars,
  for gold per ounce on the London Bullion Market.

|Year | Yearly Low Price of Gold (US$
      per ounce) | Yearly High Price of Gold
      (US$ per ounce) | Average Price of Gold (US$
      per ounce)
|---- | ---------------------------------------------- | ----------------------------------------------- | -------------------------------------------
|1992 | 330.25                                         | 359.60                                          | 343.82                                     
|1993 | 326.10                                         | 405.60                                          | 359.77                                     
|1994 | 369.65                                         | 396.25                                          | 384.00                                     
|1995 | 372.40                                         | 395.55                                          | 383.79                                     
|1996 | 367.40                                         | 414.80                                          | 387.81                                     
|1997 | 283.00                                         | 362.15                                          | 331.02                                     
|1998 | 273.40                                         | 313.15                                          | 294.24                                     
|1999 | 252.80                                         | 325.50                                          | 278.98                                     
|2000 | 263.80                                         | 312.70                                          | 279.11                                     
|2001 | 256.25                                         | 293.25                                          | 271.04                                     
|2002 | 277.75                                         | 349.30                                          | 309.73                                     
|2003 | 319.90                                         | 416.25                                          | 363.38                                     

On February 26, 2004, the spot market price of gold on the
  New York Commodity Exchange was $395.30 per ounce.

The price of gold is affected by numerous factors that are
  beyond our control. See Risks Factors below.

LOW-RANK COAL-WATER FUEL BUSINESS

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

We entered the fuel sector in 2000 by forming a new Fuel
  Technology division which operates out of Fairbanks, Alaska. This division
  of the business is operated by our wholly owned subsidiary, Silverado Green
  Fuel Inc. (formerly Silverado Gold Mines Inc.), under the supervision of Dr.
  Warrack Willson, Vice-President of Fuel Technology. The fuel product is called
  low-rank coal-water fuel (LRCWF), which is a low-cost, non-toxic, non-hazardous
  alternative to oil fuels used in commercial boilers for the production of electricity
  and industrial heat. As a liquid fuel enjoys all the benefits of liquid handling
  and storage, LRCWF allows coal to be used sight unseen and is made from Americas
  most abundant fossil energy resource. This fuel is produced from ground low-rank
  coal that has been hydrothermally treated.

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Hydrothermal treatment (HT) is an advanced technology, featuring
  moderate temperature/pressure, non-evaporative drying, which irreversibly removes
  much of the inherent moisture from low-rank coal and allows the formulation
  of commercially viable LRCWFs. HT is similar in many respects to pressure cooking,
  and it retains all of the desirable combustion characteristics of low-rank coal.
  When LRCWF is injected into a boiler, the particles ignite and burn rapidly,
  which leads to little or no boiler derating when substituted for oil. We believe
  that demand for the LRCWF and its production and utilization technology exists
  because of the high cost of oil and the desire for economical alternatives to
  oil that are environmentally friendly.

Our objective is to establish the commercial viability of
  the low-rank coal-water fuel technology by adapting our Grant Mill located on
  the Ester Dome property into a commercial-scale demonstration facility for producing
  and testing LRCWF. The estimated cost of a three-year demonstration project
  is $20,000,000. In order to achieve the financing necessary to proceed with
  the demonstration project, we applied to the United States Department of Energy
  (DOE) under the first solicitation of their Clean Coal Power Initiative on July
  30, 2002 for a 50:50 cost share funding. Seven out of the eight successful applications
  in the first phase of awards that was announced in January 2003 were awarded
  to organizations affiliated with large utilities. Our application was not selected.
  We plan to re-submit our application to the DOE for the second solicitation
  in May of 2004 in an attempt to achieve funding of $10,000,000. There is no
  assurance that our re-submitted application will be accepted or any funding
  awarded. There is also no assurance that we will achieve any financing, such
  as financing from sales of our equity securities or from debt, which would enable
  us to finance the low-rank coal-water fuel demonstration facility. If a grant
  is received from DOE, the grant would be repayable and the terms would be arranged
  after the grant application receives approval. Any funds received pursuant to
  a grant would not be received until our next fiscal year, at the earliest. In
  addition, there is no assurance we would obtain the financing necessary to meet
  the 50:50 cost share funding.

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

GOVERNMENT REGULATION

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

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

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

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

Other regulatory requirements monitor the following:

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

COMPETITION

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

EMPLOYEES

We do not have any employees. Our operating and administrative
  activities are carried out through our agreement with the Tri-Con Mining Group.
  See Item 12  Certain Relationships and Related Transactions.

RESEARCH AND DEVELOPMENT EXPENDITURES

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

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

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

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RISK FACTORS

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

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

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

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

We had a working capital deficiency of $1,109,199 as of November
  30, 2003. We did not report material revenues in our last two fiscal years ended
  November 30, 2002 or 2001. Our plan of operations calls for substantial expenditures
  of $2,400,000 to be incurred by us over the next twelve months in order to continue
  mining and development activities at the Nolan Gold Project and to pursue exploration
  activities on our mineral properties. While we will apply proceeds from gold
  sales to cover these expenditures, we anticipate that proceeds from gold sales
  over the next twelve months will not exceed our projected expenditures during
  this period with the result that we will require substantial financing in order
  for us to pursue our plan of operations. If we do not achieve the necessary
  financing, then we will not be able to proceed with our planned exploration,
  development and mining activities and our financial condition, business prospects
  and results of operations will be materially adversely affected.

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

We are currently undertaking the development and the mining
  of the Nolan Gold Project. We have undertaken substantial development activities
  to date and have mined gravel material from both the underground Nolan Deep
  Channel and from the surface of Marys and Wooll Benches during 2002/2003.
  This material that was mined was processed for gold recovery in the summer/
  fall of 2003. We proceeded with the underground mining of the Nolan Deep Channel
  and surface mining of the Marys and Wooll Benchs as a result of geological
  exploration which predicted a certain recovery rate of gold per volume of ore
  recovered. Any sales of gold that we realize from up coming mining activity
  on the Nolan Gold Project will be less than anticipated if the mined material
  that we mine does not contain the concentration of gold predicted by geological
  exploration. If sales of gold are less than anticipated, then our ability to
  continue operations of the Nolan Gold Project, to continue further exploration
  activities on our other mineral properties and our ability to raise financing
  for further development will be adversely impacted.

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

Our business is extremely dependent on the price of gold.
  Our recoveries from sales of gold for the current fiscal year are dependent
  on the price of gold in addition to the quantity of gold that we are able to

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recover. If gold prices decline prior to the production and
  sale of gold from the Nolan Gold Project, then our recoveries from sales of
  gold and financial condition will be adversely impacted. We have not undertaken
  any hedging transactions in order to protect us from a decline in the price
  of gold. A decline in the price of gold may also decrease our ability to obtain
  future financings to fund our planned development and exploration programs.

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

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

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

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

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

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

Mining exploration, development and operating activities
  are inherently hazardous.

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

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Our estimates of reserves are subject to uncertainty.

Estimates of reserves are subject to considerable uncertainty.
  These estimates include the estimates of proven and probable reserves included
  in this annual report. Such estimates are arrived at using standard acceptable
  geological techniques, and are based on the interpretations of geological data
  obtained from drill holes and other sampling techniques. Engineers use feasibility
  studies to derive estimates of cash operating costs based on anticipated tonnage
  and grades of ore to be mined and processed, the predicted configuration of
  the ore bodies, expected recovery rates of metal from ore, comparable facility
  and operating costs and other factors. Actual cash operating costs and economic
  returns on projects may differ significantly from the original estimates, primarily
  due to fluctuations in the current prices of metal commodities extracted from
  the deposits, changes in fuel costs, labor rates, changes in permit requirements,
  and unforeseen variations in the characteristics of the ore body. Due to the
  presence of these factors, there is no assurance that our reported proven and
  probable reserves reflect actual quantities of gold that can be economically
  processed and mined by us.

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

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

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

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

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

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

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

We plan to continue exploration on our mineral properties.
  The search for valuable minerals as a business is extremely risky. We can provide
  investors with no assurance that additional exploration on

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our properties will establish that additional commercially
  exploitable reserves of gold exist on our properties. Problems such as unusual
  or unexpected geological formations or other variable conditions are involved
  in exploration and often result in exploration efforts being unsuccessful. The
  additional potential problems include, but are not limited to, unanticipated
  problems relating to exploration and attendant additional costs and expenses
  that may exceed current estimates. These risks may result in us being unable
  to establish the presence of additional commercial quantities of ore on our
  mineral claims with the result that our ability to fund future exploration activities
  may be impeded.

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

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

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

Our business venture into the low rank coal water fuel technology
  business is at a very early stage and is subject to a high risk of failure.
  The low rank coal water fuel technology has not been proven by us to be a commercially
  viable fuel alternative. In order to establish commercial viability, we will
  have to undertake the construction and operation of the contemplated demonstration
  facility. The construction of the demonstration facility would cost approximately
  $20 million. Even if the demonstration facility were constructed and operational,
  there is no assurance that the commercial viability of this process would be
  established or that we would be able to expand the facility into a commercially
  viable operation or to generate revenues from this technology. We have applied
  to the Department of Energy for a grant to fund the construction of the demonstration
  facility. Our initial application has been rejected. While we intend to resubmit
  for a second round of funding grants, there is no assurance that our application
  will be accepted. Even if the grant were obtained and the demonstration facility
  constructed, we will still require additional financing and there is no assurance
  that we would be able to generate profits or revenues from the operations or
  be able to repay the Department of Energy grant.

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ITEM 2.          DESCRIPTION
  OF PROPERTIES.

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

Our four groups of mineral properties located in Alaska are
  described below:

NOLAN GOLD PROJECT

1.Location
  and Access

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

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

2.          Ownership
  Interest

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

|(a) | Nolan Gold Project:
      The Nolan Gold Project includes 198 contiguous claims
        plus a second group of 8 continuous claims lying about 1⁄2 mile to
        the east of the main block. Silverado Green Fuel is the registered owner
        of all 206 placer claims. The Nolan Gold Project includes the claims referred
        to as the Nolan placer claims, which include the Nolan Deep Channel, the
        Smith Creek, the Thomsons Pup and the Marys Bench claims.
      The Thomsons Pup claims consist of 6 unpatented
        federal placer claims registered in the name of Silverado Green Fuel.
        Our ownership in these claims is subject to a royalty of 3% of net profits
        on 80% of production payable to Frank Figlinski and Lyle R. Carlson.
      Seven claims of the Smith Creek property are in two
        small groups, on Marion and Clara Creeks, 11 and 12 miles south-southeast
        of the Nolan Project. These claims are presently inactive.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b) | Nolan Lode:
      The Nolan Lode claims are comprised of 67 unpatented
        federal lode claims. Ownership of these federal lode claims is in the
        name of Silverado Green Fuel.
      We did not complete any exploration or development activities
        on the Nolan Lode claims during fiscal 2003. However, we intend to undertake
        further exploration of the Nolan Lode property in the current fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

3.History
  of Operations

Placer mining on Nolan Creek and its tributaries is first
  recorded at about the turn of the last century. During the ensuing years and
  up to the time Silverado arrived in the district, recoveries of approximately

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120,000 oz. of placer gold have been reported. This gold is
  well known for its coarse size and high fineness. The early miners mined Nolan
  Creek and its left limit tributaries, particularly Fay, Smith and Archibald
  creeks by surface methods on the upper areas and by underground methods in the
  lower reaches of the creeks when overburden became too deep. Shafts are found
  throughout the areas being discussed.

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

Mining activity was suspended during 2001 but underground
  development started again in 2002 with the driving of the Nolan Deep Channel
  decline. This work involved driving three decline entries to access the Nolan
  deep channel and a total of 3,340 of development work was completed during
  the winter season of 2002  2003. A portion of this development work took
  place within the targeted deep gold bearing channel and this material was stockpiled
  on surface for summer washing. A limited amount of stoping from underground,
  (about 200 bank cubic yards) took place before the underground portion had to
  be closed down on April 3, because of warming weather. An extremely warm winter
  season (the warmest in 100 years) caused a number of logistical problems which
  slowed down production from underground, and in the late spring of 2003, Nolan
  Creek breached the underground workings and flooded all workings. In total,
  19,489 loose cubic yards were stockpiled on surface.

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

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

We have spent approximately $26,000,000 over the last 18 years
  acquiring, exploring, developing and test mining the Nolan Gold Project. To
  the end of November 30, 2003, we had completed a total of 625 drill holes and
  40,151 feet of drilling. About 207 of those drill holes were completed along
  the frozen gold bearing deep channel of the Nolan Creek known as the Nolan Deep
  Channel.

During 2002 we secured sufficient funding and began development
  of the Nolan Deep Channel as part of a three year mining program, as described
  in Item 1  Description of Business. The Nolan Deep Channel is an underground
  frozen river bed located approximately 55 to 200 feet beneath the existing Nolan
  Creek. The Nolan Deep Channel stretches for about 2.5 miles, beginning at the
  confluence of the existing Fay and Nolan creeks and continues downstream to
  the confluence of the Nolan Creek and the Wiseman Creek.

Our strategy for mining the Nolan Deep Channel is to drill
  and blast frozen gold bearing gravels. Operations on the Nolan Deep Channel
  mine are underground and are accessed using mining decline tunnels. The frozen
  gravel is then transported to the surface using specially designed underground
  haulers and stockpiled. The blasted frozen gold bearing material is later thawed
  for gravity concentrating of the gold present in the material.

The Nolan operations, including camp, building, machinery
  shops and related equipment, were constructed by us in the late 1980s.
  We upgraded the Nolan Mining camp in 2002/ 2003 in order that mining operations
  could resume. Our upgrading efforts included the purchase and installation of
  a ten-room housing unit, the construction of an engineering office, the upgrade
  of laboratory facilities and the

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installation of communications facilities. These buildings
  and equipment are in operating condition and are currently operating. Our camp
  is capable of housing 30 workers at present. In addition, we purchased vehicles,
  surface and underground mining equipment including dump trucks and drills. The
  plant and equipment cost us $2,204,286 (The net book value of all equipment
  on the Nolan Placer property is currently $2,032,654). Power to the Nolan Placer
  property is provided by diesel powered generators located on site.

We intend to conduct further exploration of the Nolan Gold
  Project properties during the current fiscal year, as outlined in Item 1 - Description
  of Business.

5.Geology

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

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

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

The placer deposits are of three types:

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

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

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

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HAMMOND PROPERTY (SLISCO BENCH)

1.          Location
  and Access

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

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

2.Ownership
  Interest

Our Hammond Property consists of 24 Federal placer claims
  and 36 Federal lode claims covering one and one-half square miles. We entered
  into a lease of mining claims with option to purchase with Alaska Mining Company
  Inc. (Alminco) on December 14, 1994. The original term of the Alminco
  agreement was for five years, subject to our right to extend the lease on a
  year to year basis. We have exercised our right to extend the term. Under the
  terms of the agreement, we have the exclusive right to carry out exploration
  on the Hammond mineral claims. We must pay Alminco a royalty equal to 10% of
  gross production from the Hammond claims, subject to a minimum royalty of $80,000
  per year. We have the option to purchase those lode claims not covered by the
  placer claims for a price of $5,000,000, payable by the payment of a 2% royalty
  on all net smelter returns generated from production on these claims.

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

3.History
  of Operations

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

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

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

As at November 30, 2003, we were restricting work on the Hammond
  property to federal claims filings and maintenance. In the future we may design
  an exploration drill program to test the entire length of the

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Slisco Bench in order to determine the location of the ancient
  river channel and to analyze drill samples for their placer gold content. We
  presently estimate that up to several hundred drill holes would be necessary
  to fully define the location and gold values of this area. We presently believe
  that drilling should occur in two phases, the first phase designed to outline
  the presence of the ancient channel and determine approximate dimensions as
  well as tenor of the gold bearing gravels. The second phase of drilling will
  be at closer line intervals with tighter hold spacing, and would serve to provide
  the technical information required upon which a mining pre-feasibility study
  would be based.

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

5.Geology

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

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

ESTER DOME PROJECT

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

1.Location
  and Access

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

2.Ownership
  Interest

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

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

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

|a. | Grant Mine
      The 26 State mineral claims called the Grant Mine claims
        are covered by an option to purchase agreement with Mr. Roger Burggraf
        dated October 6, 1978, as amended in October 1997. Our ownership interest
        is subject to the payment of 15% of net profits until $2,000,000 has been
        paid, and 3% of net profits thereafter. Our minimum work requirements
        are $15,000 per year. In December of 1997, for the purpose of facilitating
        an agreement with Placer Dome U.S. Inc. and in
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|       | consideration for us making payment $20,000, the
        conditional purchase and sale agreement was amended to reduce the royalty
        payments to 3% of net profits as defined in the agreement. Subsequent
        to November 30, 2003 we made delinquent payments in the amount of $20,000.
        The owner of the claims confirmed our agreement is in good standing.                                                                                                                                                                                                                                                                                                                                                                                                                          
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|**b**. | St. Paul / Barelka
      The 22 State mineral claims called the St. Paul / Barelka
        claims are covered by a purchase agreement with Don May and Paul Barelka
        dated May 12, 1979. Our ownership interest is subject to the payment of
        15% of net profits until $2,000,000 (inflation indexed from 1979) has
        been paid and 3% of net profits thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|c.     | Dobbs
      The remaining 4 State mineral claims and 1 Federal mineral
        claim called the Dobbs claims are covered by a purchase agreement with
        Mr. G. Dobbs dated November 6, 1984, as amended on August 4, 1996. Our
        ownership interest is subject to the payment of 15% of net profits until
        $1,500,000 has been paid and 3% of net profits thereafter. Our minimum
        work requirements are $1,500 per year. Access to Dobbs is the same route
        as St. Paul / Barelka. Our lease on this property is for 10 years, beginning
        in 1984, with five-year renewals thereafter. Subsequent to November 30,
        2003, we paid delinquent payments in the amount of $9,117. The owner of
        the claims confirmed our agreement is in good standing.

3.History
  of Operations

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

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

|a. | Grant Mine
      Work at the Grant Mine, on the eastern flank of Ester
        Dome was initiated in about 1928 with the sinking of shafts to bedrock
        to attempt to locate buried alluvial gold. This work, while it did not
        locate alluvial gold, did reveal quartz rubble near bedrock containing
        free gold. Mr. Grant, the claim owner, sunk two shafts through about 80
        of loess (silt) cover and by 1931 had reportedly mined about 600 tons
        from the newly discovered Irishman Vein. This work was all completed from
        the only levels established, the 50, 100 and 150levels.
      Mr. Roger Burggraf purchased the claims from Grants
        heirs in 1973 and deepened the shaft to the 200 level. This work
        revealed a new vein, the ODea vein which has eclipsed the Irishman
        vein in importance. Burggraf completed limited development on the Irishman
        vein and the ODea vein during the next 5 years, and in 1978 entered
        into a lease option agreement with Silverado.
      Over the subsequent 8 years up to 1986, we completed
        an extensive surface exploration and underground development program as
        well as test milling the underground development muck from work on the
        ODea structure, in a small (approximately 50 tons per day) gravity
        mill, during 1980  1982. In 1984, we entered into a joint venture
        agreement with Aurex Inc., a subsidiary of Marubeni America Corporation
        to further explore and develop the Grant Mine plus a larger area of interest
        around the mine. Aurex withdrew from the joint venture at the end of 1985
        and the mill was shut down in Jan. 1986.
      A total of approximately 22,000 tons were mined from
        the ODea structure during the period 1980 to January 1986, yielding
        4,090 ounces of gold.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|    | When Aurex became involved in the joint
        venture, a decision was made to construct a 230 ton per day gravity /
        cyanide mill to treat the expanded resource that had been outlined on
        the ODea structure above the 200 level. The completed mill
        was commissioned in Oct., 1985. The plant was shut down in Jan. 1986 when
        Aurex elected to withdraw from the project.
      During the period 1987  1989, we decided to open
        pit mine the Ethel - Elmes structures, located a short distance from the
        mill facility on the Dobbs claims adjacent to the Grant Mine. This mining
        operation generated approximately 71,620 tons of gold bearing material.
        Combined with the previously mined stockpile from the ODea vein,
        (11,000 tons), and material from another source (Silver Dollar), the total
        tonnage processed amounted to 111,852 tons.
      The total tonnage processed through the Grant mill up
        to 1989 amounts to 111,852 tons with a total of 11,215 oz. of gold produced
        for an average calculated recovered grade of 0.10 oz/ton.
      The mill has been properly secured and remains in good
        condition.
      In June of 1990, ACNC (American Copper and Nickel Company
        ) entered into a joint venture with us on the Grant Mine claims and a
        larger area of Ester Dome. This included the Dobbs, and St Paul / Barelka
        properties.
      On the Grant Mine property, ACNC completed the drilling
        of 10 diamond drill holes and fourteen wedge cuts on the ODea 
        Irishman system totalling 10,097. This work confirmed the previous
        drilling by Silverado and helped to further define the ODea structure.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|b.  | St. Paul / Barelka
      The St. Paul / Barelka claims have undergone a significant
        amount of exploration since the early 1980s when they were first
        acquired by us. The early work was in the form of electro-magnetic surveys,
        geochemical soil sampling, trenching and diamond and percussion drilling.
        Most recently in 1991 -1992, ACNC completed 9 diamond drill holes and
        3 rotary reverse circulation holes. Subsequent work in 1996-1997 amounted
        to over 10,000 of trenching and 91 drill holes focusing on the St
        Paul structure indicated by previous work.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|c.  | Dobbs
      The Dobbs property contains the Ethel  Elmes vein
        system and structure which had been located in the first work and prospecting
        that took place on Ester Dome in the early 1900s. Exploration in
        the 1980s by us revealed a mineralized shear zone up to 25
        wide containing high grade quartz veins and veinlets. This was the structure
        mined in 1987  1989 which generated approximately 71,620 tons of
        gold bearing material. Combined with the previously mined stockpile from
        the ODea vein, (11,000 tons), a total of approximately 82,620 tons
        were milled during 1988  1989 producing 7,362 oz. of gold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.  | Present Condition of the Property
        and Current State of Exploration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a) | Grant Mine-ODea Vein:
        The Grant Mine operations, including camp, buildings, machine shops and
        related equipment, were constructed in the late 1980s. Our mill
        and equipment are in operating condition but are not currently operating.
        The mill has remained inactive since February 1989. The plant and equipment
        cost us $2,076,780. The net book value is currently $692,162. Power to
        the Grant Mine operations is provided by diesel powered generators located
        on site. Commercial power transmission lines cross through the property,
        and will provide power to the facilities for any future operations. Auxiliary
        power to the Grant Mine operations will be provided by diesel powered
        generators located on site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|    | During fiscal 2003, our work on the property was limited to minimal
          research and development activities for converting the Grant Mine mill
          into a testing facility for producing low-rank-coal-water fuel. We plan
          to maintain claim rental payments for the current fiscal year.
        If gold prices remain strong, we may re-commence exploratory drilling
          on our Ester Dome properties with the objective of increasing and upgrading
          gold reserves.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | May (St. Paul) / Barelka:
      The St. Paul property is undeveloped and does not contain
        any open-pit or underground mines. There is no mining plant or equipment
        located on the St. Paul property. Currently, there is no power supply
        to the St. Paul property.
      We have no plans at this time to do any work other than
        as required for annual maintenance and when we do there is no guarantee
        the work will present economic viability for this deposit. 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(c) | Dobbs:
      The Dobbs property is undeveloped and does not contain
        any open-pit or underground mines. There is no mining plant or equipment
        located on the Dobbs property. Currently, there is no power supply to
        the Dobbs property.
      We have no plans at this time to do any work other than
        as required for annual maintenance.                                                                                                                                    

5.Geology

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

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

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

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

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

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EAGLE CREEK PROPERTY

1.Location
  and Access

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

2.Ownership
  Interest

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

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

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

On August 4, 1989, we assigned the Eagle Creek Property to
  Can-Ex Resources (U.S.), Inc. (Can-Ex) for a 15% net profits interest
  to a maximum of $5,000,000. Can-Ex changed its corporate name to Kintana Resources
  Ltd. and was subsequently dissolved. Under the terms of the assignment agreement,
  the rights to the Eagle Creek property reverted to us as a result of the dissolution.
  Accordingly, we have taken steps to maintain the Eagle Creek property.

3.History
  of Operations

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

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

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

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

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

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

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

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

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

5.Geology

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

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

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

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PROVEN AND PROBABLE RESERVES

Our proven and probable gold reserves from our Alaskan properties
  are as follows:

|Silverado Gold Mines-Proven and Probable Reserves  Troy Ounces
|---------------------------------------------------------------
|PROPERTY                                                       
|Alaska Property                                                
|Ester Dome                                                     
|Grant - O'Dea                                                  
|Ethel-Elms - Dobbs                                             
|St. Paul                                                       
|Total - Ester Dome                                             
|                                                               
|Nolan Gold Project                                             
|Nolan Placer (other than Slisco Bench)                         
|Slisco Bench (Hammond)                                         
|Total-Nolan Gold Project                                       
|                                                               
|Grand Total-AlaskanProperties                                  

The proven and probable reserve calculations for our mineral
  properties were determined by Mr. Edward J. Armstrong, Certified Professional
  Geologist. Mr. Armstrong is the president of our subsidiary, Silverado Green
  Fuel Inc.

The following definitions have been applied in the determination
  of proven and probable reserves:

|1. | The term "reserve" means that part of a mineral deposit
        which can be economically and legally extracted or produced at the time
        of the reserve determination.                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                           
|2. | The term "economically," as used in the definition
        of reserve, implies that profitable extraction or production has been
        established or analytically demonstrated to be viable and justifiable
        under reasonable investment and market assumptions.

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|3. | The term "legally," as used in the definition of
        reserve, does not imply that all permits needed for mining and processing
        have been obtained or that other legal issues have been completely resolved.
        However, for a reserve to exist, there should be a reasonable certainty
        based on applicable laws and regulations that issuance of permits or resolution
        of legal issues can be accomplished in a timely manner.                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | The term "proven reserves" means reserves for which
        (a) quantity is computed from dimensions revealed in outcrops, trenches,
        workings or drill holes; (b) grade and/or quality are computed from the
        result of detailed sampling and (c) the sites for inspection, sampling
        and measurements are spaced so closely and the geologic character is sufficiently
        defined that size, shape, depth and mineral content of reserves are well
        established.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | The term "probable reserves" means reserves for which
        quantity and grade are computed from information similar to that used
        for proven reserves but the sites for sampling are farther apart or are
        otherwise less adequately spaced. The degree of assurance, although lower
        than that for proven reserves, is high enough to assume continuity between
        points of observation.                                                                            

Proven and probable reserves were calculated using different
  cutoff grades depending on each deposit's properties. The term "cut-off grade"
  means the lowest grade of mineralized rock that can be included in the reserve
  in a given deposit. Cut-off grades vary between deposits depending upon prevailing
  economic conditions, mineability of the deposit, amenability of the ore to gold
  extraction, and milling or leaching facilities available.

FEDERAL CLAIM MAINTENANCE FEES AND STATE CLAIM RENTALS

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

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

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GLOSSARY OF TECHNICAL TERMS

Amphibolite Facies.  An assemblage of
  minerals formed under medium to high pressure during regional metamorphism

Arsenopyrite.Mineral composed of iron, arsenic
  and sulphur.

Auriferous.Containing gold.

Bedrock.Rock units which underlie unconsolidated
  surface overburden or soils.

Brecciated.Rock composed of angular fragments
  held together in a matrix.

Calcareous Schist.A laminated metamorphic rock
  containing calcium carbonate.

Chlorite Schist. A laminated metamorphic rock
  containing prominent chlorite, which is a hydrated silicate of aluminium, iron
  and magnesium.

Chloritic Quartzite. A metamorphic rock composed
  primarily of quartz (silicon dioxide) with minor chlorite (see previous entry).

Development. The process following exploration,
  whereby a mineral deposit is further evaluated and prepared for production.
  This generally involves significant drilling and may include underground work.

Dikes.A tabular intrusive body of rock with
  a vertical or near vertical orientation.

Diorite.A body of intrusive rock composed of
  feldspars, amphibole and a small amount of quartz.

Dioritic Dikes.See dikes. See diorite.

Dominant Lithology.In a given area, the rock
  type occurring at the highest percentage.

Drilling.The process of boring a hole in the
  rock to obtain a sample for determination of metal content. Diamond Drilling
  involves the use of a hollow bit with diamonds on the cutting surface to recover
  a cylindrical core of rock. Reverse Circulation Drilling involves
  chips of rock being forced back through the center of the drill pipe using air
  or water.

Exploration. The process of using prospecting,
  geological mapping, geochemical and geophysical surveys, drilling, sampling
  and other means to detect and perform initial evaluations of mineral deposits.

Fairbanks Schist. A grouping of metasedimentary
  rocks which underlie much of the Fairbanks District.

Federal Lode Claims, Federal Placer Claims.Mineral
  claims up to 20 acres, located on federal land under the U.S. Mining Law of
  1872. See below for definitions of Lode and Placer.

Felsic.A mnemonic adjective derived from (fe)
  for feldspar. (1) for feldpathoids and (s) for silica and is applied to light-colored
  rocks containing an abundance of one or all of these constituents.

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

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

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

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Granite.An intrusive rock which includes feldspar,
  mica and quartz.

Graphitic Phyllite. Metamorphic rock intermediate
  between slate and schist, and containing graphite (carbon).

Greenschist Facies.An assemblage of minerals
  formed under low to medium pressure during regional metamorphism.

Host Rocks. A term used for a rock unit which,
  as a result of favorable structural or chemical characteristics, provides an
  environment for precipitation or deposition of metals or other foreign materials.

Lode.Mineral in place in the host rock, as
  in lode gold.

Lode Source.The lode mineral deposit from which
  placer minerals have been derived by erosion.

Metamorphic Complex. A grouping of metamorphic
  rocks which have complicated structural relationships.

Metamorphism.Processes, including pressure,
  heat and introduction of new chemical substances, by which consolidated rocks
  are changed from one form to another.

Metasedimentary.Partially metamorphosed sedimentary
  rocks.

Metasiltsone.A rock formed from consolidated
  silt, which has been partially changed to schist.

Micaceous.Containing mica, usually referring
  to metamorphic rocks.

Micaceous Quartzite.A metamorphic rock, mostly
  quartz with minor mica.

Mineral Claims.General term used to describe
  the manner of land acquisition under which the right to explore, develop and
  extract metals is established.

Muscovite.A light coloured mica.

Placer. Mineral, which has been separated from
  its host rock by natural processes and is often reconcentrated in streams as
  placer deposits or placer gold.

Phyllite.An argillaceous rock intermediate
  between slate and schist.

Porphyritic Phases.Areas of rock in which one
  or more minerals occur as larger crystals in a relatively finer groundmass.

Pyrite.A mineral containing iron and sulphur.

Quartz-Mica Schist.A laminated metamorphic
  rock with roughly equal quartz and mica.

Quartzite.A metamorphic rock composed mostly
  of quartz (silicon dioxide)

Reserve.That part of a mineral deposit, which
  could be economically and legally extracted or produced at the time of the reserve
  determination. Reserves are customarily stated in terms of ore when
  dealing with metalliferous minerals.

Resistivity Low. In geophysical surveying, an
  area with higher electromagnetic conductivity than the surrounding area.

Schist. Flat plate-like metamorphic rock formations,
  which contain primarily mica.

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Slate.A metamorphosed mudstone.

State Claims.Mineral claims up to 40 acres,
  located on State of Alaska lands.

Stibnite.A mineral composed of antimony and
  sulphur.

Stocks.Small intrusive bodies of rock.

Thrust Fault Contact.One rock type pushed over
  top of another at a relatively low angle.

ITEM 3.          LEGAL
  PROCEEDINGS.

We currently are not a party to any material legal proceedings
  and to our knowledge, no such proceedings are threatened or contemplated.

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

No matters were submitted to a vote of our security holders,
  through the solicitation of proxies or otherwise, during the quarter ended November
  30, 2003.

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PART II

ITEM 5.          MARKET FOR
  COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

Our common shares are quoted on the OTC Bulletin Board under
  the symbol SLGLF and on the Berlin and Frankfurt Stock Exchanges under the symbol
  SLGL. The following table indicates the high and low bid prices of the common
  shares during the periods indicated:

OTCBB:

| | QUARTER ENDED | HIGH BID |  | LOW BID | 
| | ------------- | -------- |  | ------- | 
| |               |          |  |         | 
| | Feb 28, 2002  | $0.41    |  | $0.088  | 
| | May 31, 2002  | $0.18    |  | $0.093  | 
| | Aug 31, 2002  | $20.23   |  | $0.14   | 
| | Nov 30, 2002  | $0.625   |  | $0.36   | 
| | Feb 28, 2003  | $0.755   |  | $0.165  | 
| | May 31, 2003  | $0.275   |  | $0.108  | 
| | Aug 31, 2003  | $0.355   |  | $0.175  | 
| | Nov 30, 2003  | $0.134   |  | $0.115  | 

BERLIN:

| | QUARTER ENDED   | HIGH BID |  | LOW BID | 
| | --------------- | -------- |  | ------- | 
| |                 |          |  |         | 
| | Aug 31,2002     | $0.46    |  | $0.40   | 
| | Nov 30, 2002    | $0.60    |  | $0.50   | 
| | Feb 28, 2003    | $0.16    |  | $0.16   | 
| | May 31, 2003    | $0.22    |  | $0.21   | 
| | August 31, 2003 | $0.18    |  | $0.18   | 
| | Nov 30, 2003    | $0.134   |  | $0.115  | 

FRANKFURT:

| | QUARTER ENDED   | HIGH BID |  | LOW BID | 
| | --------------- | -------- |  | ------- | 
| |                 |          |  |         | 
| | Aug 31,2002     | $0.46    |  | $0.40   | 
| | Nov 30, 2002    | $0.60    |  | $0.50   | 
| | Feb 28, 2003    | $0.16    |  | $0.16   | 
| | May 31, 2003    | $0.22    |  | $0.21   | 
| | August 31, 2003 | $0.20    |  | $0.18   | 
| | Nov 30, 2003    | $0.134   |  | $0.115  | 

The source of the high and low bid information is the NASD
  OTC Bulletin Board. The market quotations provided reflect inter-dealer prices,
  without retail mark-up, markdown or commission and may not represent actual
  transactions.

HOLDERS OF COMMON SHARES

As at March 2, 2004,we had approximately 3,700 registered
  holders of our common shares, approximately 80% of whom are located in the United
  States.

DIVIDENDS

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

We are restricted in our ability to pay dividends by limitations
  under British Columbia law relating to the sufficiency of profits from which
  dividends may be paid. In addition, our Articles (the equivalent of the

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Bylaws of a United States corporation) provide that no dividend
  shall be paid otherwise than out of funds or assets properly available for the
  payment of dividends and declaration by the directors as to the amount of such
  funds or assets available for dividends shall be conclusive.

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

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

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

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

A taxable capital gain is presently equal to one-half of a
  capital gain.

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

Article XI of the 1980 Convention provides that the rate of
  non-resident withholding tax on interest shall not generally exceed 10 percent
  of the gross amount of the interest.

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

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

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

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RECENT SALES OF UNREGISTERED SECURITIES

We have completed the following sales of securities without
  registration pursuant to the Securities Act of 1933 during the fiscal year ended
  November 30, 2003 that have not been reported on our Quarterly Reports on Form
  10-QSB during the year:

|1. | On September 1, 2003, we issued 738,308 shares to
        the holders of our replacement debentures, at the average market price
        of $0.17 per share. No commissions or fees were paid in connection with
        the issuance of the shares. The sales were completed pursuant to Regulation
        S of the Act on the basis that each holder of the replacement debentures
        is a non-U.S. person, as defined under Regulation S of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | The warrant exercise price of 550,000 share purchase
        warrants issued in connection with our December 24, 2002 private placement
        of 1,100,000 units at a price of $0.50 per unit was amended on August
        21, 2003 to reduce the exercise price of the warrants from $0.75 per share
        to $0.12 per share and to change the expiry date to September 15, 2003
        from December 18, 2003. On September 5, 2003, 550,000 share purchase warrants
        were exercised at the reduced price of $0.12 per share and we issued 550,000
        shares for total proceeds of $66,000. No commissions or fees were paid
        in connection with the offering. The sales were completed pursuant to
        Regulation S of the Act on the basis that each purchaser is a non-U.S.
        person, as defined under Regulation S of the Act. All securities issued
        were endorsed with a restrictive legend confirming that the securities
        had been issued pursuant to Regulation S of the Act and were restricted
        securities under the Act and could not be resold without registration
        under the Act or an applicable exemption from the registration requirements
        of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | On September 19, 2003, we issued 4,725,292 common
        shares to three investors pursuant to the exercise of 4,725,292 common
        share purchase warrants at a price of $0.10 per share for total proceeds
        of $472,529. A commission of $47,253 was paid in connection with the issue
        of these shares. The sales were completed pursuant to Regulation S of
        the Act on the basis that each purchaser was a non-U.S. person, as defined
        under Regulation S of the Act. All securities issued were endorsed with
        a restrictive legend confirming that the securities had been issued pursuant
        to Regulation S of the Act and were restricted securities
        under the Act and could not be resold without registration under the Act
        or an applicable exemption from the registration requirements of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | On September 22, 2003 and September 29, 2003, we
        completed a private placement with five investors of 1,200,000 units at
        a price of $0.10 per unit for total proceeds of $120,000. Each unit consisted
        of one common share and one common share purchase warrant. Each common
        share purchase warrant entitles the warrant holder to purchase one common
        share at the price of $0.20 per share, subject to a maximum reduction
        of $0.05 per share, as described below, for the period of one year from
        the acceptance of a registration statement qualifying the resale of the
        shares and the shares issuable upon exercise of the warrants. No commissions
        or fees were paid in connection with the offering. The sales were completed
        pursuant to Rule 506 of Regulation D of the Act on the basis that each
        purchaser is an accredited investor, as defined under Rule
        501 of Regulation D of the Act. All securities issued were endorsed with
        a restrictive legend confirming that the securities could not be resold
        without registration under the Act or an applicable exemption from the
        registration requirements of the Act. We agreed to file a registration
        statement under the Act in order to register the resale by the investors
        of the shares comprising the units and the shares issuable upon exercise
        of the share purchase warrants. We agreed to certain penalties if the
        registration statement was not filed and declared effective within certain
        timelines. The registration statement was filed and declared effective
        within the required timelines and no penalties were incurred.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | The warrant exercise price of 2,500,000 share purchase
        warrants issued in connection with our May 21, 2003 private placement
        of 2,500,000 units at a price of $0.10 per unit was amended on October
        29, 2003 to reduce the exercise price of the warrants from $0.20 per share
        to $0.075 per share. On November 3, 2003, 2,500,000 share purchase warrants
        were exercised at the reduced                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|   | price of $0.075 per share and we issued 2,500,000
        shares for total proceeds of $187,500. No commissions or fees were paid
        in connection with the offering. The sales were completed pursuant to
        Regulation S of the Act on the basis that the purchaser is a non-U.S.
        person, as defined under Regulation S of the Act. All securities issued
        were endorsed with a restrictive legend confirming that the securities
        had been issued pursuant to Regulation S of the Act and were restricted
        securities under the Act and could not be resold without registration
        under the Act or an applicable exemption from the registration requirements
        of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6. | The warrant exercise price of 1,666,667 share purchase
        warrants issued in connection with our July 11, 2003 private placement
        of 1,666,667 units at a price of $0.15 per unit was amended on November
        21, 2003 to reduce the exercise price of the warrants from $0.20 per share
        to $0.075 per share. On November 10, 2003, 1,666,667 share purchase warrants
        were exercised at the reduced price of $0.075 per share and we issued
        1,666,667 shares for total proceeds of $125,000. No commissions or fees
        were paid in connection with the offering. The sales were completed pursuant
        to Regulation S of the Act on the basis that each purchaser is a non-U.S.
        person, as defined under Regulation S of the Act. All securities issued
        were endorsed with a restrictive legend confirming that the securities
        had been issued pursuant to Regulation S of the Act and were restricted
        securities under the Act and could not be resold without registration
        under the Act or an applicable exemption from the registration requirements
        of the Act.                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7. | On November 26, 2003, we completed a private placement,
        with one investor, of 1,000,000 units at a price of $0.075 per unit for
        total proceeds of $75,000. Each Unit will be comprised of one common share
        of the Company (each a Share); one Series A share purchase
        warrant (A Warrant). One A Warrant will entitle the subscriber
        to purchase one additional common share of the Company at an exercise
        price of $0.15 US per share at any time up to and including November 26,
        2004; and one Series B share purchase warrant (B Warrant).
        One B Warrant will entitle the subscriber to purchase one additional common
        share of the Company at an exercise price of $0.20 US per share at any
        time up to and including May 26, 2004. No commissions or fees were paid
        in connection with the offering. The sales were completed pursuant to
        Rule 506 of Regulation D of the Act on the basis that each purchaser is
        an accredited investor, as defined under Rule 501 of Regulation
        D of the Act. All securities issued were endorsed with a restrictive legend
        confirming that the securities could not be resold without registration
        under the Act or an applicable exemption from the registration requirements
        of the Act

We entered into warrant exercise agreements with each of investors
  who purchased an aggregate of 11,750,000 units at a price of $0.10 per unit
  for total proceeds of $1,175,000 in August and September of 2003 pursuant to
  Rule 506 of Regulation D of the Act. Each unit purchased consisted of one common
  share and one common share purchase warrant. Under the terms of the warrant
  exercise agreements, we agreed that the investors would be entitled to exercise
  their share purchase warrants at a reduced exercise price of $0.075 per share,
  provided the selling shareholder exercised their share purchase warrants by
  December 31, 2003. Upon exercise by any of the selling shareholders of their
  share purchase warrants in accordance with the warrant exercise agreements,
  we agreed to issue to the selling shareholder additional warrants to purchase
  a number of our common shares equal to the number of share purchase warrants
  exercised, which additional warrants will be exercisable for a period from the
  date of issue to January 10, 2005 at an exercise price, subject to adjustment,
  of $0.20 US per share (the Replacement Warrants). Notwithstanding
  the exercise price of the Replacement Warrants, we have agreed that the selling
  shareholders will be entitled to exercise the Replacement Warrants at a reduced
  exercise price of $0.075 per share, provided that:

| | (a) | in aggregate, a total of 5,000,000 of
        the Replacement Warrants are exercised by selling shareholders on or before
        January 10, 2004;                                                                                                                                                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | in the event that, in aggregate, more
        than 5,000,000 of the Replacement Warrants are exercised on or before
        January 10, 2004, then the number of Replacement Warrants deemed exercised
        by each selling shareholder exercising their Replacement Warrants will
        be reduced according to the following formula such that in aggregate 5,000,000
        Replacement Warrants will have been exercised:

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|Number of Replacement  |   | 5,000,000 x                      | [Number of Replacement
|---------------------- | - | -------------------------------- | ----------------------
|Warrants Deemed        | = |                                  | Warrants Exercised a  
|Exercised by a Selling |   |                                  | Selling Shareholder]  
|Shareholder            |   |                                  |                       
|                       |   | [Aggregate Number of Replacement
|                       |   | Warrants Exercised]             

In the event the Replacement Warrants are exercised at the
  reduced exercise price of $0.075 per share on or before January 10, 2004 in
  accordance with warrant exercise agreements, we will:

| | (a) | issue to each selling shareholder
        who has exercised their Replacement Warrants additional warrants to purchase
        an additional number shares of the Company equal to the number of Replacement
        Warrants exercised, which additional warrants will be exercisable for
        a period from the date of issue to January 10, 2005 at an exercise price,
        subject to adjustment, of $0.20 US per share (the Additional Replacement
        Warrants). In aggregate, a total of 5,000,000 additional warrants
        would be issued to the selling shareholders exercising their Replacement
        Warrants; and                                                                                                                                                                                                              
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | undertake to expeditiously
        register:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | by the filing of a registration
        statement on Form SB-2, or any other eligible form, with the Securities
        Exchange Commission pursuant to the 1933 Act (the Additional Registration
        Statement). We will pay all required expenses and fees in connection
        with the preparation and filing of the Additional Registration Statement.
        We will be entitled to include additional shares and warrant shares held
        by other investors on the Additional Registration Statement. The Additional
        Registration Statement would be filed with the Securities and Exchange
        Commission no later than 60 days from the date of the completion of the
        exercise of the aggregate of 5,000,000 Replacement Warrants in accordance
        with warrant exercise agreements by the selling shareholders.

As of December 31, 2003, investors holding an aggregate of
  11,750,000 share purchase warrants had exercised their share purchase warrants
  pursuant to the warrant exercise agreements. We received aggregate proceeds
  of $881,250 pursuant to these warrant exercises and have issued an additional
  11,750,000 shares and 11,750,000 Replacement Warrants in accordance with the
  terms of the share purchase warrants and the warrant exercise agreements.

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On January 10, 2004, the 5,000,000 Replacement Warrants were
  exercised at a price of $0.075 per share for total proceeds of $575,000 and
  5,000,000 additional shares and 5,000,000 Additional Replacement Warrants were
  issued.

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

PLAN OF OPERATIONS

Mining Operations at the Nolan Gold Project

Our plan of operations for the next twelve months is to continue
  development and mining activities at the Nolan Gold Project. We have presently
  suspended our development and mining activities on the Nolan Deep Channel that
  are being carried out as part of the three year mining plan for the Nolan Gold
  Project. We are currently evaluating our mining and development plans for 2004.
  We anticipate proceeding with development and mining on the elevated benches
  above the Nolan Creek, however no determination has been made to date. We anticipate
  proceeding with development and mining of the elevated benches above the Nolan
  Creek, rather than continuing with the development and mining of the Nolan Deep
  Channel, as the elevated benches are less prone to the severe water problems
  that we encountered at the Nolan Deep Channel in winter 2002/ 2003. We believe
  that further development drilling on the Nolan Deep Channel is warranted prior
  to re-commencing development and mining activities at the Nolan Deep Channel
  in order to better delineate areas targeted for development and mining while
  minimizing inflow water problems. We can provide investors with no assurance
  as to the amount of gold to be recovered from any development and mining activities
  that we do complete during 2004. See Item 1. - Description of Business for a
  more detailed discussion of the Companys development and mining activities
  at the Nolan Gold Project.

We anticipate spending approximately $2,400,000 over the next
  twelve months in proceeding with our plan of operations, including amounts for
  overhead and administration and including the amounts for planned exploration
  activities and the LRCWF project provided below. Based on our current available
  working capital, we will require funding in the amount of approximately $1,800,000
  in order to fund our plan of operations over the next twelve months. This amount
  will be offset by any sales of gold recovered from development and mining operations
  during 2004. We presently have no arrangements to secure the financing that
  we require and there is no assurance the required financing will be obtained.
  We anticipate that we may modify our plan of operations depending on the amount
  of financing available to us and the amount of gold we recover from any development
  and mining operations. See the discussion of our cash resources and working
  capital below under Liquidity and Financial Condition and also see Risk Factors.

Planned Exploration Activities

We plan to conduct further exploration of the Nolan Placer,
  Nolan Lode, Smith Creek Placer, and Slisco Bench properties that comprise the
  Nolan Gold project. See Item 1. - Description of Business for a more detailed
  discussion of our planned exploration activities. If gold prices continue to
  be strong and we are able to secure additional financing, we may re-commence
  exploratory drilling on our Ester Dome properties.

We plan to spend approximately $650,000 on exploration activities
  during the next twelve months. This amount will fluctuate depending on the funds
  that we have available for exploration. See the discussion of our cash resources
  and working capital below under Liquidity and Financial Condition and also see
  Risk Factors.

Low-Rank Coal-Water Fuel Project

We plan to submit a revised proposal to the DOEs second
  solicitation under the Clean Coal Power Initiative in May 2004. There is no
  assurance that our second submission for a commercial-scale LRCWF facility to
  the DOE CCPI will be successful. If our proposal is successful, funds would
  not be available until 2005 and any funds would be repayable under the terms
  of the grant. In addition, we may be required to obtain additional financing
  in order to fund our required contribution to this project. See Item 1. - Description
  of Business for a more detailed discussion of the low-rank coal-water fuel component
  of our plan of operations.

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We anticipate spending approximately $300,000 during the current
  fiscal year on our application to the Department of Energy and on other work
  in connection with establishment of the demonstration facility at the Grant
  Mill.

RESULTS OF OPERATIONS

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

Revenues

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

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

We plan to re-commence extraction activities in summer 2004
  when available melt water will allow the processing of ore to separate gold
  if we proceed with any development and mining plans for 2004. Any recoveries
  from gold sales are not anticipated to be realized until the third quarter of
  2004. We cannot provide investors with any assurance as to sales of gold during
  fiscal 2004 due to the uncertainties of gold mining. See Risk Factors.

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

Operating Costs

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

We incurred development costs in the amount of $4,766,335,
  net of recoveries from gold sales, on the Nolan Gold Project during the year
  ended November 30, 2003 and $1,114,498 during the year ended November 30, 2002.
  These development costs were incurred in connection with our development and
  mining activities at the Nolan Gold Project. Development costs were capitalized
  in accordance with our policy to capitalize development expenses prior to production.
  Development expenses at the Nolan Gold Project will be expensed as operating
  costs once production at the Nolan Gold Project commences.

Expenses

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

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

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

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

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

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

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

Loss

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

LIQUIDITY AND FINANCIAL CONDITION

Cash and Working Capital

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

We will require additional financing during the current fiscal
  year due to our current working capital deficiency, our plan of operations for
  the Nolan Gold Project, our planned exploration activities and our plan to re-submit
  a grant application to the Department of Energy. We are able to proceed with
  our plan of operations for approximately six months based on our current cash
  reserves. While financing requirements will be off-set by revenues generated
  from gold sales, these gold sales are not anticipated to cover all financing
  requirements. In addition, revenues will be subject to the quantity of gold
  recovered. See Risk Factors.

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Cash Used in Operating Activities

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

Financing Activities

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

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

Investing Activities

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

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

Capital Leases

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

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

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

Tri-Con Group

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

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Debt Re-Structuring

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

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

As at November 30, 2003, $2,098,490 plus $537,428 of accrued
  interest has been exchanged for replacement debentures. The amount of the replacement
  debentures outstanding as of November 30, 2003 was $247,445, of which $53,303
  is classified as a current. Remaining original convertible debentures of $140,000
  plus accrued interest of $108,204 are in default and are recorded as current
  liabilities. There is no agreement to exchange this amount of remaining original
  convertible debentures into replacement debentures.

Mineral Properties

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

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

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

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

Low-Rank Coal-Water Fuel Business

We are continuing our attempt to obtain a grant of $10,000,000
  in order to proceed with establishing the commercial viability of our low-rank
  coal-water fuel business. The first round of grants on the Clean Coal Power
  Initiative was released by the Department of Energy and our application for
  a grant was not approved. We plan to re-submit our application to the Department
  of Energy for the second round of grants in September of 2003. There is no assurance
  that we will be awarded any grant or that it will be able to complete any additional
  sales of our equity securities or arrange for debt or other financing to fund
  this component of our plan of operations.

Future Financings

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

CRITICAL ACCOUNTING POLICIES

Going Concern

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

Mineral Properties

We confine our exploration activities to areas from which
  gold has previously been produced or to properties, which are contiguous to
  such areas and have demonstrated mineralization. We capitalize the costs of
  acquiring mineral claims until such time as the properties are placed into production
  or abandoned. Expenditures for mine development are capitalized when the properties
  are determined to have economically recoverable, proven reserves but are not
  yet producing at a commercial level. Once a property reaches commercial levels
  of production operating costs will be charged against related revenues. Based
  on the application of this accounting policy, the expenditures incurred in development
  of the Nolan Gold Project during fiscal 2003 were capitalized. Development expenses
  at the Nolan Gold Project will be expensed as operating costs once production
  at the Nolan Gold Project commences.

Amortization of mineral property costs relating to properties
  in production is provided during periods of production using the units-of-production
  method based on the estimated economic life of the ore reserves. On an ongoing
  basis, we evaluate each property for impairment based on exploration results
  to date, and considering facts and circumstances such as operating results,
  cash flows and material changes in the business climate. The carrying value
  of a long-lived asset is considered impaired when the anticipated discounted
  cash flow from such asset is separately identifiable and is less than its carrying
  value. If an asset is impaired, a loss is recognized based on the amount by
  which the carrying value exceeds the fair market value of the long-lived asset.
  Fair market value is determined primarily using the anticipated discounted cash
  flows with a discount rate commensurate with the risk involved. Losses on

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other long-lived assets to be disposed of are determined in
  a similar manner, except that fair market values are reduced for the costs of
  disposal.

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

Stock Based Compensation

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

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ITEM 7.          FINANCIAL

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

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

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

Silverado Gold Mines Ltd.

Years ended November 30, 2003, 2002

---



AUDITORS' REPORT

To the Stockholders
  Silverado Gold Mines Ltd.

We have audited the consolidated balance sheets of Silverado
  Gold Mines Ltd. as at November 30, 2003 and 2002, and the consolidated statements
  of operations, stockholders equity and cash flows for the years then ended.
  These financial statements are the responsibility of the Company's management.
  Our responsibility is to express an opinion on these financial statements based
  on our audit.

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

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  November 30, 2003 and 2002, and the results of its operations and cash flows
  for the years then ended, in accordance with United States and Canadian generally
  accepted accounting principles. As required by the Company Act (British Columbia),
  we report, that in our opinion, these principles have been applied on a consistent
  basis.

|Vancouver, Canada |                      
|----------------- | ---------------------
|                  | /s/ Morgan & Company 
|January 31, 2004  | Chartered Accountants

COMMENTS BY AUDITOR FOR U.S. READERS ON 
  CANADA  U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by conditions and events that cast substantial
  doubt on the Companys ability to continue as a going concern, such as
  those described in Note 2(a) to the financial statements. Our report to the
  stockholders, dated January 31, 2004, is expressed in accordance with Canadian
  reporting standards which do not permit a reference to such events and conditions
  in the auditors report when these are adequately disclosed in the financial
  statements.

|Vancouver, Canada |                      
|----------------- | ---------------------
|                  | /s/ Morgan & Company 
|January 31, 2004  | Chartered Accountants

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

F-1

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SILVERADO GOLD MINES LTD. 
  Consolidated Balance Sheets
  (Expressed in United States Dollars)

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

See accompanying notes to the consolidated financial statements.

Approved on behalf of the board

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

F-2

---

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

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

See accompanying notes to the consolidated financial statements

F-3

---

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

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

Supplementary disclosure with respect to cash flow (note 14)

F-4

---

SILVERADO GOLD MINES LTD. 
  Consolidated Statements of Stockholders Equity
  (Expressed in U.S. Dollars) 
  Years ended November 30, 2003 and 2002

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

See accompanying notes to the consolidated financial statements

F-5

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-6

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-7

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

F-8

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| |  |                                                |   | 2003       |   |   | 2002       |  
| |  | ---------------------------------------------- | - | ---------- | - | - | ---------- | -
| |  | Loss as reported                               | $ | (3,639,560 | ) | $ | (3,755,401 | )
| |  | Add: Stock based compensation expense included |   |            |   |   |            |  
| |  | in net loss 
      as reported                |   | 258,496    |   |   | 128,106    |  
| |  | Deduct: Stock based compensation expense       |   |            |   |   |            |  
| |  | determined under fair value method             |   | (258,496   | ) |   | (381,785   | )
| |  | Loss:
      Pro-forma                          | $ | (3,639,560 | ) | $ | (4,009,080 | )
| |  | Basic and Diluted, loss per common share       |   |            |   |   |            |  
| |  | As reported                                    | $ | (0.03      | ) | $ | (0.05      | )
| |  | Pro-forma                                      |   | (0.03      | ) |   | (0.05      | )

| |     | The estimated weighted average fair value of the
        options granted in 2003 was prepared using the Black-Scholes Pricing Model
        assuming a risk-free rate of 5.25% (2002 5.25%), an expected dividend
        yield of 0% (2002  0%) an expected volatility of 108% (2002 
        127%) and a weighted average expected life of 1.5 years (2002  1.4
        years).                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (l) | Use of estimates:
      The preparation of financial statements in conformity
        with generally accepted accounting principles requires management to make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the
        date of the financial statements and the reported amounts of revenues
        and expenses during the reporting period. Significant areas requiring
        the use of management estimates relate to the amortization and depreciation
        rates for, and recoverability of, mineral properties and capital assets,
        and the determination of accrued remediation expense. Actual results could
        differ from those estimates.

F-9

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-10

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-11

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-12

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|**4.** | Building, plant and equipment:
      Buildings, plant and equipment primarily include the
        mill facility and equipment of the Ester Dome/Grant Mine Gold Project
        and mining equipment and camp facilities at the Nolan Gold Project.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-13

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

F-14

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Debenture (continued):    
|-- | --------------------------
|   |                           
|   | (b)                       
|   |                           
|7. | Capital lease obligations:
|   |                           
|   | a)                        
|   |                           
|   | b)                        

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

F-15

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | Common stock:
|-- | -------------
|   |              
|   | (a)          

| |  |                                        |            |   |   | Weighted | 
| |  | -------------------------------------- | ---------- | - | - | -------- | 
| |  |                                        | Number     |   |   | Average  | 
| |  |                                        | of         |   |   | Exercise | 
| |  |                                        | Options    |   |   | Price    | 
| |  |                                        |            |   |   |          | 
| |  | Outstanding at November 30, 2001       | 4,050,000  |   | $ | 0.20     | 
| |  | Granted                                | 5,650,000  |   |   | 0.18     | 
| |  | Exercised                              | (6,900,000 | ) |   | 0.13     | 
| |  |                                        |            |   |   |          | 
| |  | 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     | 

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

| |  |                       |  |           |  | OUTSTANDING
      OPTIONS |  | EXERCISEABLE
      OPTIONS |                     
| |  | --------------------- |  | --------- |  | ------------------------- |  | -------------------------- | --------------------
| |  |                       |  |           |  | Weighted                  |  |                            | Weighted            
| |  |                       |  |           |  | Average                   |  |                            | Average             
| |  | Range of              |  |           |  | remaining                 |  |                            | remaining           
| |  | exercise price        |  | Number    |  | contractual
      life    |  |                            | exercise
      price
| |  |                       |  |           |  |                           |  |                            |                     
| |  | $0.10 to $ 0.20       |  | 2,370,000 |  | 2.10 years                |  | $                          | 0.14                
| |  | $0.30 to $ 0.40       |  | 550,000   |  | 1.31 years                |  | $                          | 0.35                
| |  | $0.50
      to $ 0.70 |  | 6,500,000 |  | 5.02
      years          |  | $                          | 0.68                
| |  |                       |  | 9,420,000 |  | 4.07
      years          |  | $                          | 0.52                

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

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

F-16

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**9.** | Related party transactions:
      We have had related party transactions with Tri-Con
        Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining Alaska Inc. (collectively
        the "Tri-Con Mining Group"); all of which are controlled by a Director
        of ours.
      The Tri-Con Group are operations, exploration and development
        contractors, and have been employed by us under contract since 1972 to
        carry out all our fieldwork and to provide administrative and management
        services. Under the current contract dated January, 1997, work is charged
        at cost plus 25 % for exploration and cost plus 15 % for 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. Services of the directors of the Tri-Con Group
        who are also Directors of ours are not charged. At November 30, 2003,
        we had prepaid $118,889 (2002  $579,745) to the Tri-Con Group for
        exploration, development and administration services to be performed during
        the next fiscal period on behalf of us. For the year 2003, the Tri-Con
        Mining Groups services focused mainly on corporate planning, mining,
        engineering, and preparation for year round production on our Nolan property,
        administration services at both our field and corporate offices, and the
        Low-Rank Coal-Water fuel project.
      The aggregate amounts paid to the Tri-Con Group each
        year by category, including amounts relating to the Grant Mine Project
        and Nolan properties, for disbursements and for services rendered by the
        Tri-Con Group personnel working on our projects, and include interest
        charged on outstanding balances at the Tri-Con Group's borrowing costs
        are shown below:
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-17

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

|11. | Commitments and contingencies:
|--- | ------------------------------
|    |                               
|    | (a)                           

F-18

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

F-19

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|**15.** | Subsequent events:
      Subsequent to the year ended November 30, 2003, we:
|------- | ----------------------------------------------------------------------------
|        |                                                                             
|        | a)                                                                          
|        |                                                                             
|        | b)                                                                          
|        |                                                                             
|        | c)                                                                          
|        |                                                                             
|        | d)                                                                          
|        |                                                                             
|        | e)                                                                          
|        |                                                                             
|        | f)                                                                          
|        |                                                                             
|        | g)                                                                          

F-20

---

|SILVERADO
        GOLD MINES LTD. 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-21

---

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

Not applicable.

ITEM 8A.        CONTROLS
  AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of November 30, 2003, being the date of our most recently completed fiscal
  year end. This evaluation was carried out under the supervision and with the
  participation of our Chief Executive Officer and Chief Financial Officer, Garry
  L. Anselmo. Based upon that evaluation, our Chief Executive Officer and Chief
  Financial Officer concluded that our disclosure controls and procedures are
  effective in timely alerting management to material information relating to
  us required to be included in our periodic SEC filings. There have been no significant
  changes in our internal controls or in other factors that could significantly
  affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal year ended November
  30, 2003, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

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

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

45 of 57

---

PART III

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

Our current executive officers and directors are:

|Name                        | Age | Position                                                                                                                                   
|--------------------------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------
|Garry L. Anselmo            | 59  | Director and Chairman of the Board;
        President, Chief Executive Officer, Chief Financial Officer and Chief
        Operating Officer
|                            |     |                                                                                                                                            
|James F. Dixon (1) (2)      | 55  | Director                                                                                                                                   
|                            |     |                                                                                                                                            
|Stuart C. McCulloch (1) (2) | 67  | Director                                                                                                                                   
|                            |     |                                                                                                                                            
|John R. Mackay              | 70  | Corporate Secretary                                                                                                                        
|                            |     |                                                                                                                                            
|Edward J. Armstrong         | 54  | President of Silverado Green Fuel Inc.                                                                                                     
|                            |     |                                                                                                                                            
|Dr. Warrack G. Willson      | 59  | Vice-President, Fuel Technology of Silverado
        Green Fuel Inc.                                                                       

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

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

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

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

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

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

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

46 of 57

---

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

SIGNIFICANT EMPLOYEES

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

FAMILY RELATIONSHIPS

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

TERMS OF OFFICE

Our directors are elected to hold office until the next annual
  meeting of our shareholders and until their respective successors have been
  elected and qualified. Our executive officers are appointed by our board of
  directors to hold office until their successors are appointed. The last annual
  meeting of our shareholders was held on May 30, 2003.

AUDIT COMMITTEE

Our audit committee is comprised of James Dixon and Stuart
  McCulloch. Our board of directors has determined that each member of our audit
  committee is independent as that term is defined in Rule 121 of the American
  Stock Exchange (AMEX) listing standards. Our board of directors
  has determined none of the directors on our audit committee presently meets
  the definition of a financial expert based on their respective experience
  and qualification. Our audit committee presently does not include a member who
  has been determined by our board of directors to qualify as a financial
  expert due to the departure of Mr. Peter Rook-Green from our board of
  directors. Prior to his departure, Mr. Rook-Green was a member of our board
  of directors and had been determined by our board of directors to qualify as
  a financial expert. Our board of directors is presently looking
  for a suitable candidate to join as a member of our board of directors and who
  would meet the definition of financial expert in order to replace
  Mr. Rook-Green.

CODE OF ETHICS

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

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

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

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ITEM 10.         EXECUTIVE
  COMPENSATION.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain compensation information
  for Mr. Garry L. Anselmo, our chief executive officer (the name executive
  officer) for the fiscal years ended November 30, 2003, 2002 and 2001.

No executive officer of the Company earned total annual salary
  and bonus exceeding $100,000 during the fiscal year ended November 30, 2003.

|SUMMARY COMPENSATION TABLE          
|------------------------------------
|                                    
|Name                                
|Restricted
      Stock
      Awarded
|Garry L. Anselmo(1)                 

|(1) | Mr. Anselmo is employed and compensated by Tri-Con
        Mining Ltd., which provides management and mining exploration and development
        services to the Company. Mr. Anselmo does not bill the Company for his
        time spent on the business of the Company and is not compensated directly
        or indirectly by the Company, other than through Tricon Mining Ltd. See
        Item 12.  Certain Relationships and Related Transactions
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

STOCK OPTION GRANTS

The following table sets forth information with respect to
  stock options granted to our named executive officer for our fiscal year ended
  November 30, 2003.

|OPTION/SAR GRANTS IN LAST FISCAL YEAR(INDIVIDUAL GRANTS)                                              
|------------------------------------------------------------------------------------------------------
|Name                                                                                                  
|Garry L. Anselmo,
      Director, President, Chief Executive
      Officer and Chief Financial Officer

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EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

The following is a summary of the share purchase options exercised
  by our named executive officer for our fiscal year ended November 30, 2003:

|AGGREGATED OPTION/SAR EXERCISES DURING THE LASTFINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES  
|------------------------------------------------------------------------------------------------------------
|Name (#)                                                                                                    
|Garry L. Anselmo,
      Director, President, Chief
      Executive Officer and Chief
      Financial Officer

LONG-TERM INCENTIVE PLANS

We do not have any long-term incentive plans, pension plans,
  or similar compensatory plans for our directors or executive officers.

COMPENSATION OF DIRECTORS

Our directors are not paid any compensation for acting as
  our directors. However, we periodically grant stock incentive options to our
  directors in consideration for them providing their services as directors. Our
  2003 Stock Option Plan permits the grant of incentive stock options to our directors.

REPRICING OF STOCK OPTIONS

Subsequent to November 30, 2003, we re-priced the 3,000,000
  stock options granted to Mr. Anselmo in 2003 in order to reduce the exercise
  price from $0.68 per share to $0.13 per share. In total, the exercise price
  of an aggregate of 6,000,000 stock options held by optionees was reduced from
  $0.68 per share to $0.13 per share as part of this re-pricing.

CHANGE IN CONTROL ARRANGEMENTS

We have entered into compensation agreements with two of our
  directors. The agreements provide for severance arrangements where change of
  control of Silverado occurs, as defined, and the directors are terminated. The
  compensation payable to Mr. Garry L. Anselmo would include a lump sum payment
  of $4,000,000 plus the amount of annual bonuses that Mr. Anselmo would be entitled
  to receive for the eighteen month period following termination, plus benefits
  for the eighteen month period following termination. The compensation payable
  to Mr. James Dixon would include a lump sum payment of $100,000 plus the amount
  of annual bonuses that Mr. Dixon would be entitled to receive for the eighteen
  month period following termination, plus benefits for the eighteen month period
  following termination. The compensation that would be payable to the directors
  aggregates $4,100,000 plus the amount of annual bonuses and other benefits that
  they would have received in the eighteen months following termination.

EMPLOYMENT CONTRACTS

We are not party to any employment contracts with any of our
  named executed officers.

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ITEM 11.         SECURITY
  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information concerning
  the number of the Companys common shares owned beneficially as of March
  12, 2004 by: (i) each person (including any group) known to the Company to own
  more than five percent (5%) of the Companys common shares, (ii) each of
  the Companys directors and by each of the Companys executive officers,
  and (iii) the Companys executive officers and directors as a group. Unless
  otherwise indicated, the shareholders listed possess sole voting and investment
  power with respect to the shares shown.

|Title of Class | Name and Addressof Beneficial Owner                                                                          | Number of Shares ofCommon Stock | Percentage ofCommon Stock(1)
|-------------- | ------------------------------------------------------------------------------------------------------------ | ------------------------------- | ----------------------------
|Common Shares  | Garry L. Anselmo,
      Director, President,
      Chief Executive Officer and
      Chief Financial Officer | 9,550,007(2)                    | 5.3%                        
|Common Shares  | James F. Dixon,
      Director                                                                               | 2,314,484(3)                    | 1.3%                        
|Common Shares  | Stuart McCulloch,
      Director                                                                             | 1,483,400(4)                    | 0.8%                        
|Common Shares  | John R. Mackay
      Secretary                                                                               | 900,000(5)                      | 0.5%                        
|Common Shares  | Edward Armstrong
      President of
      Silverado Green Fuel Inc.                                          | 4,785,000(6)                    | 2.7%                        
|Common Shares  | Warrack Willson
      Vice-President of
      Silverado Green Fuel Inc.                                      | 2,350,000(7)                    | 1.3%                        
|Common Shares  | All Directors and Executive
      Officers as a Group (6 persons)                                            | 21,382,871(8)                   | 11.4%                       

|(1) | Under Rule 13d-3, a beneficial owner of a security
        includes any person who, directly or indirectly, through any contract,
        arrangement, understanding, relationship, or otherwise has or shares:
        (i) voting power, which includes the power to vote, or to direct the voting
        of shares; and (ii) investment power, which includes the power to dispose
        or direct the disposition of shares. Certain shares may be deemed to be
        beneficially owned by more than one person (if, for example, persons share
        the power to vote or the power to dispose of the shares). In addition,
        shares are deemed to be beneficially owned by a person if the person has
        the right to acquire the shares (for example, upon exercise of an option)
        within 60 days of the date as of which the information is provided. In
        computing the percentage ownership of any person, the amount of shares
        outstanding is deemed to include the amount of shares beneficially owned
        by such person (and only such person) by reason of these acquisition rights.
        As a result, the percentage of outstanding shares of any person as shown
        in this table does not necessarily reflect the persons
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|    | actual ownership or voting power with
        respect to the number of shares of common stock actually outstanding on
        March 12, 2004. As of March 12, 2004, there were 174,282,256 shares issued
        and outstanding.                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                         
|(2) | Consists of 4,050,000 shares held by
        Garry L. Anselmo, 7 shares owned by Tri-Con Mining Ltd, and 5,500,000
        shares that can be acquired by Mr. Anselmo upon exercise of options to
        purchase shares held by Mr. Anselmo within 60 days of the date hereof.                                        
|    |                                                                                                                                                                                                                                                                                                                         
|(3) | Consists of 214,484 shares held directly
        and indirectly by James F. Dixon and 2,100,000 shares that can be acquired
        by Mr. Dixon upon exercise of options to purchase shares held by Mr. Dixon
        within 60 days of the date hereof.                                                               
|    |                                                                                                                                                                                                                                                                                                                         
|(4) | Consists of 33,400 shares held by Stuart
        McCulloch and 1,450,000 shares that can be acquired by Mr. McCulloch upon
        exercise of options to purchase shares held by Mr. McCulloch within 60
        days of the date hereof.                                                                              
|    |                                                                                                                                                                                                                                                                                                                         
|(5) | Consists of 100,000 shares held by Mr.
        Mackay and 800,000 shares that can be acquired by Mr. Mackay upon exercise
        of options to purchase shares held by Mr. Mackay within 60 days of the
        date hereof.                                                                                           
|    |                                                                                                                                                                                                                                                                                                                         
|(6) | Consists of 2,005,000 shares held by
        Mr. Armstrong and 2,780,000 shares that can be acquired by Mr. Armstrong
        upon exercise of options to purchase shares held by Mr. Armstrong within
        60 days of the date hereof.                                                                              
|    |                                                                                                                                                                                                                                                                                                                         
|(7) | Consists of 1,200,000 shares held by
        Dr. Willson and 1,150,000 shares that can be acquired by Dr. Willson upon
        exercise of options to purchase shares held by Dr. Willson within 60 days
        of the date hereof.                                                                                    
|    |                                                                                                                                                                                                                                                                                                                         
|(8) | Consists of 7,602,891 shares held by
        our directors and executive officers and 13,780,000 shares that can be
        acquired by our directors and executive officers upon exercise of options
        to purchase shares held by our directors and executive officers within
        60 days of the date hereof.
|    |                                                                                                                                                                                                                                                                                                                         

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a
  change in control in the future.

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EQUITY COMPENSATION PLAN INFORMATION.

We have one equity compensation plan under which our common
  shares have been authorized for issuance to our officers, directors, employees
  and consultants, namely our 2003 Stock Option Plan. Our 2003 Stock Option Plan
  has been approved by our shareholders. We do not have any equity compensation
  plans that have not been approved by our shareholders.

The following summary information is presented for our 2003
  Stock Option Plan as of November 30, 2003.

|                                                                       | Number of Securities to
      be Issued Upon
      Exercise of Outstanding
      Options, Warrants and
      Rights | Weighted-Average
      Exercise Price of
      Outstanding Options,
      Warrants and Rights | Number of Securities
      Remaining Available for
      Future Issuance Under
      Equity Compensation
      Plans (Excluding
      Securities Reflected in
      column (a))
|---------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                                          | (a)                                                                                                                 | (b)                                                                                           | (c)                                                                                                                                                                            
|Equity Compensation
      Plans Approved By
      Security Holders     | 720,000 Shares
      of Common Stock                                                                                | $0.137 per Share                                                                              | 6,780,000 Shares                                                                                                                                                               
|Equity Compensation
      Plans Not Approved By
      Security Holders | Not Applicable                                                                                                      | Not Applicable                                                                                | Not Applicable                                                                                                                                                                 

ITEM 12.         CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONS.

TRI-CON MINING GROUP

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

The Tri-Con Group are operations, exploration and development
  contractors, and have been employed by us under contract since 1972 to carry
  out all of our fieldwork and to provide administrative and management services.
  Under the current 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 standby
  and contingencies. Capital purchases are exempt from any support charges. Services
  of the directors of the Tri-Con Group are charged at a rate of Cdn. $75 per
  hour. Services of the directors of the Tri-Con Group who are also our directors,
  namely Mr. Anselmo, are not charged. In addition, each agreement requires us
  to pay a base fee of $10,000 CDN (equal to approximately $6500 US) per month
  to each of Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska
  Inc. However, the Tri-Con Group has waived payment of the base

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fee under two of the agreements and is only paid $10,000 CDN
  (equal to approximately $7,700 US) per month in total.

At November 30, 2003, we had prepaid $118,889 (2002 
  payable of $579,745) to the Tri-Con Group for exploration, development and administration
  services to be performed during fiscal 2004 on our behalf. For the year 2003,
  the Tri-Con Mining Groups services for the current fiscal year focused
  mainly on preparation for year round production on the Nolan property, the low-rank
  coal-water fuel program as well as corporate planning, mining, engineering,
  and, and administration services at both our field and corporate offices.

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:

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

Mr. Garry Anselmo exercised options to purchase 3,700,000
  shares at an exercise price of $0.15 per share during fiscal 2002. Mr. Anselmo
  was granted options to purchase 3,000,000 shares at a price of $0.68 per share
  in December 2002. Subsequent to November 30, 2003 the price of the 3,000,000
  options was reduced from $0.68 per share to $0.13 per share. Subsequent to November
  30, 2003 Mr. Anselmo was granted options to purchase 2,500,000 shares at a price
  of $0.13.

Mr. Edward Armstrong was paid $78,000 for the fiscal year
  ended November 30, 2003 and $141,225 for the fiscal year ended November 30,
  2002 by the Tri-Con Group in respect of services provided by Mr. Armstrong to
  us and charged by the Tri-Con Group to us. Mr. Armstrong charges the Tri-Con
  Group at an hourly rate of $75 per hour for his services and the Tri-Con Group
  charges us at $75 per hour plus the contractual mark-up of 15%. Mr. Armstrong
  was granted options to purchase 1,500,000 shares at a price of $0.68 per share
  in December 2002. Subsequent to November 30, 2003 the price of the 1,500,000
  options was reduced from $0.68 per share to $0.13 per share. Subsequent to November
  30, 2003 Mr. Armstrong was granted options to purchase 1,280,000 shares at a
  price of $0.13.

Dr. Warrack Willson was paid $54,000 for the fiscal year ended
  November 30, 2003 and $126,905 for the fiscal year ended November 30, 2002 by
  the Tri-Con Group in respect of services provided by Dr. Willson to the Company
  and charged by the Tri-Con Group to the Company. Dr. Willson charges the Tri-Con
  Group for his services and the Tri-Con Group charges the Company the contractual
  mark-up of 15%. Dr. Willson was granted options to purchase 1,200,000 common
  shares at a price of $0.125 during fiscal 2002, which options were exercised
  by Dr. Willson during fiscal 2002. Dr. Willson did not hold any stock options
  as of the end of November 30, 2002. Dr. Willson was granted options to purchase
  650,000 shares at a price of $0.68 per share in December 2002. Subsequent to
  November 30, 2003 the price of the 650,000 options was reduced from $0.68 per
  share to $0.13 per share. Subsequent to November 30, 2003 Mr. Willson was granted
  options to purchase 500,000 shares at a price of $0.13.

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Dr. Willson is party to an agreement dated March 19, 2001
  whereby he has agreed to act as the vice-president of the Companys fuel
  technology division for a ten year term. The Company has agreed to pay to Dr.
  Willson a base salary of $10,000 per month upon the Company obtaining funding
  to build a low-rank coal-water fuel demonstration facility. In addition, the
  Company agreed to issue options to purchase 1,200,000 shares at a price of $0.125
  per share, which options have been issued and exercised. In May of 2001 the
  1,200,000 options were exercised. The obligation to pay the base salary has
  not been triggered to date and Dr. Willson is compensated by the Tri-Con Group,
  as discussed above.

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

(a)           Exhibits

|Exhibit |  |                                                                                                                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description
      of Exhibit                                                                                                                                                                            
|3.1     |  | Articles of the Company (1)                                                                                                                                                                             
|3.2     |  | Amendment to Articles of the Company
        (2)                                                                                                                                                        
|3.3     |  | Altered Memorandum of the Company (3)                                                                                                                                                                   
|3.4     |  | Amendment to Articles of the Company
        (8)                                                                                                                                                        
|4.1     |  | Share certificate representing common
        shares of the capital of the Company (1)                                                                                                                  
|10.1    |  | Agreement for Conditional Purchase and
        Sale of Mining Property between the Company and Roger C. Burggraf dated
        October 6, 1978  Grant Mine Property (1)                                
|10.2    |  | Agreement for Conditional Purchase and
        Sale of Mining Property between the Company and Paul Barelka, Donald May
        and Mark Thoennes dated May 12, 1979  St. Paul Property (1)            
|10.3    |  | Lease of Mining Claims with Option to
        Purchase between the Company and Alaska Mining Company, Inc. dated February
        3, 1995  Hammond Property (4)                                        
|10.4    |  | Change of Control Agreement between
        the Company and Garry L. Anselmo dated May, 1995(6)                                                                                                         
|10.5    |  | Change of Control Agreement between
        the Company and James Dixon dated May, 1995 (6)                                                                                                             
|10.6    |  | Amendment to Change of Control Agreement
        between the Company and Garry L. Anselmo (6)                                                                                                           
|10.7    |  | Operating Agreement between the Company
        and Tri-Con Mining Ltd. dated January 1, 1997 (5)                                                                                                       
|10.8    |  | Operating Agreement between the Company
        and Tri-Con Mining Inc. dated January 1, 1997 (6)                                                                                                       
|10.9    |  | Operating Agreement between the Company
        and Tri-Con Mining Alaska Inc. dated January 1, 1997 (6)                                                                                                
|10.10   |  | Contract between the Company and Dr.
        Warrack Willson dated March 19, 2001 (6)                                                                                                                   
|10.11   |  | Equipment Lease Agreement between the
        Company and Airport Equipment Rentals Inc. dated October 11, 2002 (6)                                                                                     
|10.12   |  | 2003 Stock Option Plan (7)                                                                                                                                                                              
|23.1    |  | Consent of
        Morgan & Company, Chartered Accountants (9)                                                                                                                                          
|31.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002(9)                                                       
|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(9)

|(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 this Annual Report on Form 10-KSB.                                                                

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(b)           Reports
  on Form 8-K.

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

ITEM 14.         PRINCIPAL ACCOUNTANT
  FEES AND SERVICES

Audit Fees

During fiscal years 2003 and 2002, we retained our independent
  auditor, Morgan & Company, Chartered Accountants, to provide services in
  the following categories and amounts:

|Fee Category       | 2003    | 2002   
|------------------ | ------- | -------
|Audit Fees         | $19,500 | $30,015
|Audit Related Fees | 4,400   | NIL    
|Tax Fees           | NIL     | 3,060  
|All Other Fees     | NIL     | NIL    
|Total of all Fees  | $23,900 | $33,075

Our Audit Committee has considered whether the provision of
  non-audit services is compatible with maintaining the independence of Morgan
  & Company and has concluded that it is.

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

The policy of our Audit Committee is to pre-approve all audit
  and permissible non-audit services to be performed by our independent auditors
  during the fiscal year.

No services related to Audit-Related Fees, Tax Fees
  or All Other Fees described above that was approved by the Audit Committee
  pursuant to the waiver of pre-approval provisions set forth in the applicable
  rules of the SEC.

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SIGNATURES

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

SILVERADO GOLD MINES LTD.

|By: | /s/
      Garry L. Anselmo                          | 
|--- | --------------------------------------------------- | 
|    | Garry L. Anselmo, President                         | 
|    | Chief Executive Officer and Chief Financial Officer | 
|    | Director                                            | 
|    | Date:      March 15, 2004                           | 

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

|By: | /s/
      Garry L. Anselmo                                     | 
|--- | -------------------------------------------------------------- | 
|    | Garry L. Anselmo, President                                    | 
|    | Chief Executive Officer and Chief Financial Officer            | 
|    | (Principal Executive Officer)                                  | 
|    | (Principal Financial Officer and Principal Accounting Officer) | 
|    | Director                                                       | 
|    | Date: March 15, 2004                                           | 
|    |                                                                | 
|    |                                                                | 
|By: | /s/
      James F. Dixon                                       | 
|    | James F. Dixon                                                 | 
|    | Director                                                       | 
|    | Date: March 15, 2004                                           | 

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