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

AMENDMENT NO. 2 TO FORM 10-KSB

(Mark One)

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

For the fiscal year ended NOVEMBER 30, 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 StreetVancouver, British Columbia, Canada
      V6E 4M3(Address of principal executive offices)
      (Zip Code)(604) 689-1535Issuer's telephone number


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

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

COMMON SHARES, NO PAR VALUE

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

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

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

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed 
  by reference to the price at which the common equity was sold, or the average
  bid and asked price of such 
  common equity, as of a specified date within the past 60 days. (See definition
  of affiliate in Rule 12b-2 of the 
  Exchange Act.) $13,939,243 as of March 2, 2005

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest 
  practicable date. 252,151,013 common shares, no par value outstanding as
  of March 2, 2005.

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

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EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) to the
  Annual Report on Form 10-KSB for the year ended November 30, 2003, as filed
  with the SEC on March 14, 2004 (the “Original Form 10-KSB”) and
  as amended on October 22, 2004, amends and restates in their entirety Items
  1, 2, 6, 7 and 13 of the Original Form 10-KSB and the audited financial statements
  for the years ended November 30, 2003 and 2002 included with the Original Form
  10-KSB. This Amendment No. 2 does not amend any other information included in
  the Original Form 10-KSB, as amended.

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

ITEM 1.           DESCRIPTION
  OF BUSINESS.

FORWARD-LOOKING STATEMENTS

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

INTRODUCTION

We are engaged in the acquisition and exploration of mineral
  properties in the State of Alaska. Our primary focus is the exploration of our
  Nolan Gold Project, located 175 miles north of Fairbanks, Alaska. Our plan of
  operations is to carry out exploration activities at the Nolan Gold Project.
  Our exploration activities include test mining activities that we carry out
  as part of our exploration programs.

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

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CORPORATE ORGANIZATION

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

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

MINERAL EXPLORATION BUSINESS

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

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

We are an exploration stage company. All of our properties
  are presently in the exploration stage. We do not have any commercially viable
  reserves on any of our properties. There is no assurance that a commercially
  viable mineral deposit exists on any of our mineral properties. Further exploration
  will be required before a final evaluation as to the economic and legal feasibility
  of mining of any of our properties is determined. There is no assurance that
  further exploration will result in a final evaluation that a commercially viable
  mineral deposit exists on any of our mineral properties.

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

1.           The
  Nolan Gold Project

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

Our activities at the Nolan Gold Project are exploration stage
  activities. There is no assurance that a commercially viable mineral deposit
  exists on the Nolan Gold Project. Further exploration will be required before
  a final evaluation as to the economic and legal feasibility of mining of the
  Nolan Gold Project is determined. There is no assurance that further exploration
  will result in a final evaluation that a commercially viable mineral deposit
  exists on the Nolan Gold Project.

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2.           Ester
  Dome Property

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

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

3.           Hammond
  Property

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

4.           Eagle
  Creek Property

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

LOW-RANK COAL-WATER FUEL BUSINESS

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

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

Our objective is to establish the commercial viability of
  the low-rank coal-water fuel technology by adapting our Grant Mill located on
  the Ester Dome property into a commercial-scale demonstration facility for producing
  and testing LRCWF. The estimated cost of a three-year demonstration project
  is $20,000,000. In 2002, 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 with objective of achieving the financing
  necessary to proceed with the demonstration project. Our application was not
  selected. Based on news from the Department of Energy (DOE), we determined in
  2004 not to submit a proposal to the DOE’s second solicitation under the
  Clean Coal Initiative this September 2004, as the DOE imposed a narrower focus
  for the second round of solicitations, namely “technology

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advancements for gasification-based electricity production,
  advanced mercury control, and sequestration and sequestration-readiness.”
  We are continuing work to gain alternate funding through the US Government and
  through private sources for this project. There is no assurance that we will
  obtaining any funding.

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

GOVERNMENT REGULATION

Our Nolan Gold Project is comprised of non-patented federal
  mining claims located on federal land managed by the U.S. Bureau of Land Management.
  Our exploration activities on the Nolan Gold Project must be carried out in
  accordance with a permit issued by the Bureau of Land Management. Current exploration
  activities, including test 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 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 , of which $6,412 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.

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

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

Other regulatory requirements monitor the following:

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


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COMPETITION

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

EMPLOYEES

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

RESEARCH AND DEVELOPMENT EXPENDITURES

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

|                                       | December 1, 2002     | December 1, 2001    
|-------------------------------------- | -------------------- | --------------------
|                                       | to November 30, 2003 | to 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. During 2004, the
  majority of the research and development costs attributable to the low-rank
  coal-water fuel technology related to further technical work on the fuel creation
  temperature and the preparation of a United States grant application.

RISK FACTORS

We face risks in completing our exploration plans and achieving
  revenues. The following risks are material risks that we face. We also face
  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 exploration activities at the Nolan Gold Project and
  to pursue further exploration of our mineral properties will be reduced.

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

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

We had a working capital deficiency of $648,023 as of
  November 30, 2004. We did not report revenues in our last three fiscal years
  ended November 30, 2004, 2003 or 2002. Our plan of operations calls for substantial
  expenditures of $1,960,000 to be incurred by us over the next twelve months
  in order to continue exploration activities at the Nolan Gold Project. While
  we will apply proceeds from gold sales generated from our test mining activities
  to cover our exploration expenditures, we anticipate that proceeds from gold
  sales over the next twelve months 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
  activities, including our planned test mining activities, and our financial
  condition, business prospects and results of operations will be materially adversely
  affected.

As we have not established that there are any commercially
  viable mineral deposits on our Nolan property and we have not established commercially
  viable operations on the Nolan Gold Project, there is no assurance that any
  amounts we recover from test mining activities on the Nolan Gold Project will
  be exceed the costs of recovering this gold.

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

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

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

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

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

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

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

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

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

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

We are currently proceeding with exploration of our mineral
  properties on the basis of estimated exploration costs. This exploration program
  includes drilling programs at various locations within the Nolan Gold Project.
  If our exploration costs are greater than anticipated, then we will have less
  funds for our exploration activities, including test mining activities, that
  we plan to carry out at our Nolan Gold Project, and for our general and administrative
  expenses. In this event, our financial condition will be adversely affected,
  our losses will increase and we will have less funds with which to pursue our
  exploration programs. Factors that could cause exploration costs to increase
  include adverse weather conditions, difficult terrain and shortages of qualified
  personnel.

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

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

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

This annual report discusses our mineral resources in accordance
  with Canadian National Instrument 43-101, as discussed under the section of
  this annual report entitled “Description of Properties”. Resources
  are classified as “measured resources”, indicated resources”
  and “inferred resources” under NI 43-101.

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However, U.S. investors are cautioned that the United States
  Securities and Exchange Commission does not recognized these resource classifications.
  There is no assurance that any of our mineral resources will be converted into
  reserves under the disclosure standards of the United States Securities and
  Exchange Commission.

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

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

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

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

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

Our financial statements included with this Annual Report
  for the year ended November 30, 2004 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, 2004. If
  we are not able to achieve revenues, then we may not be able to continue as
  a going concern and our financial condition and business prospects will be adversely
  affected.

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

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

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

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

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

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

ITEM 2.           DESCRIPTION
  OF 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. This disclosure incorporates the results of a technical report
  prepared by J.W. Murton and Associates, J.W. Murton P. Eng. in accordance with
  the requirements of Canadian National Instrument 43-101 – Standards of
  Disclosure for Mineral Projects (“NI 43-101”). Mr. Murton is a “qualified
  person” under NI 43-101 who is independent of Silverado. This technical
  report is referred to as the B.C. Technical Report. The Company has filed the
  B.C. Technical Report with the British Columbia Securities Commission. Investors
  may view the B.C. Technical Report at the SEDAR web site at www.sedar.com.

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

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NOLAN GOLD PROJECT

We do not have any commercially viable reserves on any of
  our properties that comprise the Nolan Gold Project or any of our other properties.
  We plan to carry out exploration activities on the Nolan Gold Project that are
  referred to as “test mining activities”. The objective of the test
  mining activities on the Nolan Gold Project is to expand our knowledge and geological
  data of the mineralization of the placer deposits on the Nolan Gold Project
  and to recover gold from test mining activities in order to pay for a portion
  of the expense associated with exploration of the Nolan Gold Project. As we
  have not established commercially viable reserves on the Nolan Gold Project,
  we anticipate that recoveries of gold from test mining activities will not be
  sufficient to pay for the full cost of exploration. There is no assurance that
  our test mining activities will result in a final evaluation that a commercially
  viable mineral deposit exists on any of our mineral properties that comprise
  the Nolan Gold Project.

1.           Location
  and Access

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

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

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

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2.           Ownership
  Interest

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

(a) Nolan Gold Project:

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

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

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

(b) Nolan Lode:

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

3.           History
  of Operations

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

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

|YEAR    | STATUS OF  OPERATIONS                    | NATURE OF  OPERATIONS    | LOCATION                           | BCY MINED | Tr.Oz.GOLD RECOVERED | RECOVERED GRADE
      OZ/BCY
|------- | ---------------------------------------- | ------------------------ | ---------------------------------- | --------- | -------------------- | ----------------------------
|1980-88 | Test Mining  During  
      Exploration  | Surface   Operations     | Archibald /   Fay Creek            | 40,000est | 2,400*               | 0.060est                    
|1993    | Production                               | Surface   Operations     | Thompson   Pup                     | 33,800    | 1,304                | 0.038                       
|1994    | Production                               | Underground   Operations | Mary’s   Bench 
       Underground | 16,143    | 2,697                | 0.167                       
|1994    | Production                               | Surface   Operations     | Eureka   Bench Open 
       Cut    | 29,300    | 5,733                | 0.196                       
|1995    | Production                               | Surface   Operations     | Phase 3   Open Cut                 | 22,285    | 2,394                | 0.107                       
|1995    | Production                               | Underground   Operations | 3B1   Underground                  | 12,991    | 1,006                | 0.077                       
|1995    | Production                               | Surface   Operations     | West Block   OpenCut               | 18,988    | 1,305                | 0.069                       
|1995    | Production                               | Surface   Operations     | Mary’s   Bench 
       hydraulic   | 600       | 27                   | 0.045                       
|1996    | Test Mining   During 
       Exploration | Surface   Operations     | Dolney   Bench  
      Surface     | 5,042     | 126                  | 0.025                       
|1998    | Test Mining   During 
       Exploration | Surface   Operations     | Archibald   Creek  
      Surface  | 5,947     | 128                  | 0.022                       
|1999    | Test Mining                              | Underground              | Swede                              | 4,575     | 623                  | 0.136                       

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|YEAR   | STATUS OF  OPERATIONS                    | NATURE OF  OPERATIONS                                                                                                                      | LOCATION                                             | BCY MINED | Tr.Oz.GOLD RECOVERED | RECOVERED GRADE
      OZ/BCY
|------ | ---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------- | --------- | -------------------- | ----------------------------
|       | During   Exploration                     | Operations                                                                                                                                 | Channel   Underground                                |           |                      |                             
|1999   | Test Mining   During 
       Exploration | Surface   Operations                                                                                                                       | Workmans   Bench Open 
       Cut                    | 5,580     | 112                  | 0.020                       
|2000   | Test Mining   During 
       Exploration | Surface  
      Operations                                                                                                                 | Workmans   Bench Open 
       Cut                    | 14,919    | 201                  | 0.013                       
|2003   | Test Mining   During 
       Exploration | Underground   Operations for 
       Nolan Deep  
      Channel;  Surface   Operations for   Wooll Bench, 
       Mary’s Bench   and other | Nolan Deep Channel, Wooll, Mary’s
      Bench, Other | 30,279    | 451                  | 0.015                       
|       |                                          |                                                                                                                                            |                                                      |           |                      |                             
|TOTALS |                                          |                                                                                                                                            |                                                      | 240,449   | 18,507               | 0.077                       
|       |                                          |                                                                                                                                            |                                                      |           |                      |                             

*Includes 1,320 ounces produced by lessee.

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

Test mining activities were suspended during 2001 but underground
  exploration started again in 2002 with the driving of the Nolan Deep Channel
  decline. This work involved driving three decline entries to access the Nolan
  deep channel and recovery of gravel material during the winter season of 2002
  – 2003. We had projected that we would excavate a targeted zone of approximately
  168,000 square feet of bedrock in our operations at the Nolan Deep Channel during
  the 2002/ 2003 winter season. We had projected that this material would contain
  approximately 21,480 ounces of gold based on our geological exploration of the
  Nolan Deep Channel. As a result of the water problems associated with unseasonably
  warm temperatures during the 2002/ 2003 winter, we excavated only 31,000 bedrock
  square feet of material from the Nolan Deep Channel operations from which we
  have recovered 308.7 ounces of gold. We subsequently stopped test mining exploration
  of the Nolan Deep Channel.

We also processed gravel material recovered from surface locations,
  namely Wooll Bench, Mary’s Bench and upper Nolan Creek, for gold recovery
  during the summer of 2003.

We did not carry out any gold recovery operations during 2004
  as we focused on lode exploration on the property, as opposed to test mining
  activities.

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

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

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

We upgraded the Nolan Exploration camp in 2002/ 2003 in order
  that test mining activities could resume. Our upgrading efforts included the
  purchase and installation of a ten-room housing unit, the construction of an
  engineering office, the upgrade of laboratory facilities and the installation
  of communications facilities. These buildings and equipment are in operating
  condition. Our camp is capable of housing 30 workers at present. In addition,
  we purchased vehicles, surface and underground exploration equipment including
  dump trucks and drills.

We also have a gold recovery facility located at the Nolan
  Gold Project that we use to recover gold from gravel that we recover from test
  mining activities that we complete as part of our exploration of the Nolan Gold
  Project. This gold recovery facility was modernized in 2003 by the installation
  of new gold recovery circuitry. This modernization was undertaken in order that
  gravel recovered from our test mining activities could be processed for gold
  recovery. Our gold recovery facility incorporates nugget traps, hydraulic riffles,
  classification and gravity concentration processes in order to remove gold present
  in gravel material. The gold recovery facility has a processing rate of 75 cubic
  yards of gravel material per hour. The gold facility can only be operated in
  the late spring to early fall months when free-flowing water is available to
  operate the plant.

We undertook test mining activities in the Nolan Deep Channel
  during the 2002/ 2003 winter season. Operational problems associated with warm
  weather during the winter of 2002/ 2003 caused our costs to increase over projected
  costs and our recovery of gold bearing material to be significantly less than
  projected, as discussed above under the heading “History of Operations.”

We also undertook test mining activities on the Mary’s
  Bench and Wooll Bench regions of the Nolan Gold Project during the summer and
  fall of 2003, as discussed above under the heading “History of Operations.”
  The test mining activities were surface operations.

Gravel recovered from test mining underground and surface
  operations during the 2002/2003 winter season and the 2003 summer season were
  processed in our gold recovery facility at the Nolan Gold Project during the
  summer of 2003. We did not carry out any gold recovery activities during the
  summer of 2004.

The Nolan Gold Project does not include any commercially viable
  reserves and our activities at the Nolan Gold Project, including test mining
  activities, are exploratory in nature.

Exploration Program Planned for Nolan during 2005

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

|1. | To identify surface placer deposits at our Nolan
        Gold Project that are prospective for test mining operations. In general,
        these deposits are located in benches that are ancient river beds and
        lakeshore deposits located above the present channel of Nolan Creek. These
        deposits include Mary’s Bench, Wooll Bench, Workman’s Bench,
        Swede Channel, Upper Nolan Creek (deep
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 15 -

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|   | channel) and Lower Nolan Bench. The objectives of
        our drilling program will include the determination of the nature and
        extent of areas of known bench deposits that are prospects for test mining
        operations and the identification of new bench deposits that may be prospects
        for test mining operations. Mary’s Bench East, the Swede Channel
        and the Nolan Deep Channel, in that order, are our exploration priorities
        as they have showed the most positive results from earlier exploration
        that we have completed. Wooll Bench and Workman’s Bench have been
        less extensively explored with only limited drilling. The Lower Nolan
        Bench has not been drilled.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | To determine whether there is a potential lode deposit
        of gold located on the Nolan Gold Project which may be the source of the
        placer gold found on the Nolan Gold Project. A lode deposit of gold occurs
        when gold is present in its host rock and is differentiated from placer
        gold which is gold that has been removed from its host rock by the process
        of erosion. Our drill program will be part of our ongoing geologic and
        geophysical investigations to determine whether there is a lode source
        on the Nolan Gold project that is the source of our placer gold deposits.                                                                                                 
|  
|3. | To identify any placer deposits at the Slisco Bench
        deposit, which is located on our Hammond River property, that are prospective
        for test mining operations. The Slisco Bench deposit is approximately
        3 to 4 miles northeast of the Nolan Deep Channel.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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

Our exploration activities completed during 2004 are summarized
  as follows:

|Nolan Gold Project | Description of Exploration Activity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Nolan Lode         | We have continued a hard
        rock exploration program aimed at the exploration of an identified northeast-southwest
        trending structure which we have labelled Solomons Shear, that may be
        a lode source deposit of gold. Beginning in November 2003 and continuing
        through January 2004, we completed five rotary drill holes planned to
        cross cut into a section of the shear at a low angle. During the summer
        of 2004, we completed a geophysical survey using low-frequency electro-magnetics
        over a section of the shear zone that had revealed favourable soil geochemistry,
        as indicated by the presence of anomalous geo-chemical concentrations
        of gold, arsenic, and antimony. We also completed a stream concentrates-from-sediment
        survey within drainages being fed by the shear zone. Using this information
        in addition to data collected from pre-2004 rotary drilling and surface
        soil geochemistry, we planned and completed several thousand feet of trails
        and trenches aimed at providing a first hand look at the shear zone within
        the bedrock. As of now, we have not found economic gold mineralization.
|Nolan Deep Channel | No exploration work was
        completed on the Nolan Deep Channel during 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Treasure Chest     | The Treasure Chest area
        is designated by our geological crew as applying to an area above Mary's
        Bench on the side of Smith Dome. The area is a placer gold target based
        on geological and geomorphologic interpretation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|                  | During September 2003, we drilled 27
        holes in the Treasure Chest Area. Additional infill drilling amounting
        to 6 more holes were completed during 2004. The drilling was useful in
        determining bedrock topography, which assists company geologists in not
        only placer gold exploration, but also in identifying placer migration
        channels.                                                          
|----------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Mary’s Bench East | During 2004, we drilled 79 rotary drill
        holes in an area we labelled Mary’s Bench East. The area is located
        adjacent to and just up hill from easterly from the Mary’s Bench
        deposit. We believe bulk extraction and processing of gold bearing material
        through test mining activities could be warranted in the Mary’s
        Bench East tract of land pending additional exploration and infill drilling.
|Slisco Bench      | No exploration work was completed on
        the Slisco Bench during 2004.                                                                                                                                                                                                                                                                                                                                                                   

We plan to complete the following exploration activities during
  2005, with a projected exploration budget of $1,960,000, subject to our
  receiving the necessary financing:

|Nolan Gold Project                 | Description of Exploration Activity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Budgeted Cost of Exploration
|---------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------
|Open-Cut Test   Mining Exploration | We have determined to proceed with open-
        cut test mining activities at the confluence of the Fay and Nolan Creeks
        or on the elevated benches above the Nolan Creek. We anticipate proceeding
        with test mining activities at the confluence of the Fay and Nolan Creeks
        and on the elevated benches above the Nolan Creek, rather than continuing
        with the exploration of the Nolan Deep Channel, as the elevated benches
        are less prone to the severe water problems that we encountered at the
        Nolan Deep Channel in winter 2002/ 2003. Any gravel that is recovered
        as part of our activities will be processed for gold recovery during the
        summer of 2005.                                                         | $1,300,000                  
|Nolan Lode                         | We plan to dedicate up to $500,000
        to continue exploration work on the Solomons shear structure during 2005.
        We plan to conduct drilling, either rotary or core, aimed at refining
        the definition of our best known occurrences of gold mineralization associated
        with the Solomons Shear. We will step out from our first drill holes as
        our budget and initial drill results dictate. Even if results of the drilling
        program are positive, substantial and extensive geological exploration
        and drilling beyond the scope of the current drilling program will be
        necessary to establish whether any identified mineralization will support
        economic development and mining of the deposit. As our exploration work | $350,000                    

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|                   | continues and we continue
        to build our data base, we may entertain the possibility of joint-venture
        agreements with other potentially interested parties. At this time, no
        outside parties are being considered to join our lode exploration program.
        There is no assurance that the results of our planned drilling program
        will be positive or that any economic lode deposit of gold is associated
        with this mineralization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |         
|------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|Nolan Deep Channel | We have presently suspended
        our underground test mining activities on the Nolan Deep Channel that
        were being carried out as part of the three year gold recovery plan for
        the Nolan Gold Project. We have a plan under consideration for surface
        test mining the upper portion of the Nolan Deep Channel below the “A”
        tunnel decline and above the “B” tunnel decline, which were
        installed during the winter of 2002-2003. Underground development headings
        connecting the declines were abandoned due to non-point source water infiltration
        causing unstable ground conditions. During the fall of 2003, we completed
        infill drilling in the area between the declines, referred to as the D
        Block. Exploration work planned for this area will be to bulk sample in
        a sufficient quantity and manner as to ascertain the potential recoverability
        of gold from test mining. | $50,000 
|Treasure Chest     | The Treasure Chest is adjacent
        to and lies southeast of the Mary’s Bench deposit. Work is planned
        for the Treasure Chest during 2005, which may occur as necessary for expansion
        and infill drilling. The north-eastern portion quarter of the Treasure
        Chest, and its relationship to the Swede Channel and Mary’s East
        is targeted. The Swede Gulch is a narrow and deeply incised drainage in
        bedrock, which has been shown to be an erosional feature younger than
        the broader Mary’s, Eureka, and Treasure Chest benches. Drilling
        will be aimed at sampling the projected course of this channel at enough
        points to determine the viability of including it in an underground development
        plan. This work will occur in conjunction with other exploration on the
        Mary’s Bench East.                                                                                              | $85,000 
|Mary’s Bench East  | Based on the results of
        our geological exploration conducted in the first half of 2004, we have
        determined to proceed with a phase one drilling project on the gravel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $175,000

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|             | bench known as the Mary’s
        Bench East. The Mary’s Bench East gravel bench is located approximately
        200 to 300 feet in elevation above the confluence of Nolan Creek and Archibald
        Creek. The drilling program will include a series of drill holes seeking
        to expand the limits of the deposit to the south. This exploration phase
        will be completed over a two month period. The primary objective of this
        drilling program is to determine whether test mining activities on the
        Mary’s Bench East gravel bench are warranted. |   
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|Slisco Bench | No significant exploration
        work is planned for this property during 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | $0

Our exploration efforts at the Nolan Gold Project described
  above are to be conducted throughout the summer and winter of 2005 in order
  to identify targeted areas for exploration. Completion of these exploration
  efforts will include the following:

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

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

Our current annual operational budget for exploration activities,
  including test mining activities, planned for the Nolan Gold Project for the
  next twelve months includes the following:

|1  | Geology and Engineering:        | $ | 360,000  
|-- | ------------------------------- | - | ---------
|2  | Equipment Lease and Maintenance | $ | 500,000  
|3  | Fuel                            | $ | 120,000  
|4  | Test Mining Exploration         | $ | 180,000  
|5  | Insurance                       | $ | 140,000  
|6  | Warehousing and Expediting      | $ | 130,000  
|7  | Office and Administration       | $ | 120,000  
|8  | Travel, Food and Accomodations  | $ | 90,000   
|9  | Drilling                        | $ | 250,000  
|10 | Land Claims                     | $ | 50,000   
|11 | Freight                         | $ | 10,000   
|12 | General Exploration             | $ | 6,000    
|13 | Safety and Security             | $ | 4,000    
|   |                                 |   |          
|   | Total Projected Budget:         | $ | 1,960,000

Of our total projected budget, we anticipate that we will
  spend approximately $1,300,000 on test mining activities and $660,000
  on other exploration activities.

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5.           Geology

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

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

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

The placer deposits are of three types:

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

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

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

6.           Estimates
  of Indicated and Inferred Resources

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

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

| | Cautionary Note to U.S. Investors concerning estimates
        of Indicated Resources
      The following table uses the term ‘indicated resources’.
        Silverado advises U.S. investors that while this term is recognized and
        required by Canadian regulations (under National Instrument 43-101 Standards
        of Disclosure for Mineral Projects), the U.S. Securities and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 20 -

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| | Exchange Commission does not recognize this term.
        U.S. investors are cautioned not to assume that any part or all of
        mineral deposits in these categories will ever be converted into reserves.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Name              | Location                                             | No. of  Drill Holes | Volume     | Grade        | Category          
|----------------- | ---------------------------------------------------- | ------------------- | ---------- | ------------ | ------------------
|D Block, #1 Below | On claim Discovery & #1 Below Discovery, Nolan Creek | 15                  | 11,100 BCY | 0.35 oz./BCY | Indicated Resource

**TOTAL INDICATED RESOURCE – NOLAN AREA
  PROPERTIES**

|BCY:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 11,100     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------
|Grade:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 0.35 oz/BCY
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |            
|Cautionary Note to U.S. Investors concerning
        estimates of Inferred Resources
      The following table uses the term ‘inferred resources’.
        Silverado advises U.S. investors that while this term is recognized and
        required by Canadian regulations (under National Instrument 43-101 Standards
        of Disclosure for Mineral Projects), the U.S. Securities and Exchange
        Commission does not recognize it. ‘Inferred resources’ have a great
        amount of uncertainty as to their existence, and great uncertainty as
        to their economic and legal feasibility. It cannot be assumed that all
        or any part of an Inferred Mineral Resource will ever be upgraded to a
        higher category. Under Canadian rules, estimates of Inferred Mineral Resources
        may not form the basis of feasibility or pre-feasibility studies, except
        in rare cases. U.S. investors are cautioned not to assume that part
        or all of an inferred resource exists, or is economically or legally mineable.

|Name                                              | Location                                                            | No. of Drill
      Holes | Volume     | Grade        | Category           
|------------------------------------------------- | ------------------------------------------------------------------- | ------------------------ | ---------- | ------------ | -------------------
|D Block #2 Below   Discovery, Nolan 
       Creek | On claim #2 Below Discovery, Nolan
      Creek                      | 11                       | 55,000 BCY | 0.04 oz./BCY | Inferred   Resource
|3B3 Block                                         | Nolan Creek below D Block #2                                        | 12                       | 14,600 BCY | 0.1 oz /BCY  | Inferred   Resource
|Wooll Bench                                       | Right limit of Archibald Creek                                      | 4                        | 26,000 BCY | 0.02 oz./BCY | Inferred   Resource
|Swede Gulch                                       | Left limit of Nolan Creek                                           | 5                        | 16,000 BCY | 0.13 oz./BCY | Inferred   Resource
|Smith Creek Camp                                  | Right limit of Smith Creek                                          | 5                        | 35,500 BCY | 0.03 oz./BCY | Inferred   Resource
|Hammond / Slisco   Bench                          | Right limit of Hammond River and right
      limit of Vermont Creek | 64                       | 42,800 BCY | 0.03 oz./BCY | Inferred   Resource

- 21 -

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**TOTAL INFERRED RESOURCE – NOLAN AREA
  PROPERTIES**

|BCY:   | 189,900     
|------ | ------------
|Grade: | 0.045 oz/BCY

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

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

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

HAMMOND PROPERTY (SLISCO BENCH)

1.           Location
  and Access

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

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

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

2.           Ownership
  Interest

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

- 22 -

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3.           History
  of Operations

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

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

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

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

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

5.           Geology

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

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

6.           Estimates
  of Indicated and Inferred Resources

We have not established any commercially viable reserves on
  the Hammond Property.

- 23 -

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

- 24 -

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ESTER DOME PROJECT

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

1.           Location
  and Access

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

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




- 25 -

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2.           Ownership
  Interest

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

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

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

a.           Grant
  Mine

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

b.           St.
  Paul / Barelka

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

c.           Dobbs

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

3.           History
  of Operations

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

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

a.           Grant
  Mine

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

- 26 -

---

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

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

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

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

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

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

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

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

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

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

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

- 27 -

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

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

b.           St.
  Paul / Barelka

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

c.           Dobbs

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

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

(a)                     Grant
  Mine-O’Dea Vein:

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

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

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

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

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

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

- 28 -

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(c)                    Dobbs:

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

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

5.           Geology

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

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

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

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

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

6.           Estimates
  of Indicated and Inferred Resources

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

A.GRANT MINE - O’DEA STRUCTURE

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

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

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

- 29 -

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

B.DOBBS –( ETHEL – ELMES)

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

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

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

C.ST.
  PAUL

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

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

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

- 30 -

---

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

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

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

- 31 -

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EAGLE CREEK PROPERTY

1.           Location
  and Access

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

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




---

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 exploring for antimony. A number of companies have explored
  the property from 1964 to the present.

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 exploration activity on the Eagle
  Creek property during 2004 other than assessment work and maintenance, and none
  is planned for 2005. However, extensive exploration drilling has shown gold
  mineralization throughout the property. Exploration of the Eagle Creek property
  is currently in the preliminary stages.

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

5.           Geology

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

The Eagle Creek property is 90% underlain by late Proterozoic
  to early Paleozoic sedimentary and volcanic rocks that have been metamorphosed
  to greenschist facies. Dominant lithologies are quartz

- 33 -

---

mica schist, micaceous quartzite, graphitic phyllite and chlorite
  schist, with lesser calc-schist, feldspathic schist, graphitic schist and minor
  quartz sericite schist.

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

6.           Estimates
  of Indicated and Inferred Resources

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

- 34 -

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FEDERAL CLAIM MAINTENANCE FEES AND STATE CLAIM RENTALS

We pay federal claim maintenance fees for each of our federal
  mineral claims that are owned by us or are held by us under a purchase or lease
  agreement. An annual fee of $100 per claim is payable by us to the Bureau
  of Land Management for each claim. We paid aggregate annual federal claim maintenance
  fees of $40,572 during fiscal 2003, $41,120 during fiscal 2004 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, $15,945 during fiscal 2004 and anticipate
  a similar amount will be due for the current fiscal year.

GLOSSARY OF TERMS

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

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

- 35 -

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

- 36 -

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

- 37 -

---

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




---

PART II

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

PLAN OF OPERATIONS

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

The Nolan Gold Project

We are continuing our exploration program on the Nolan Gold
  Project. The objective of this geological exploration program is to further
  define gold deposits in order to provide a basis for the assessment of the feasibility
  of future additional exploration activities, including test mining activities,
  at the Nolan Gold Project. We plan to conduct further exploration of the Nolan
  Placer and Nolan Lode properties within the Nolan Gold Project. Our planned
  geological exploration program is described in detail in the section of this
  Annual Report on Form 10-KSB entitled Description of Properties – Nolan
  Gold Project.

We plan to spend approximately $1,960,000 in the next
  twelve months in carrying out our exploration activities for the Nolan Gold
  Project. Of this amount, we anticipate approximately $1,300,000 will be
  spent on test mining activities, with the balance of $660,000 being spent
  on other exploration activities, including the phase one drilling program on
  the Mary’s Bench East deposit. The actual amount that we spend on exploration
  will depend on the actual amount of funds that we have available for exploration.
  We are presently seeking sufficient financing to enable us to proceed with these
  plans and will require additional financing within the next three months if
  we are able to proceed with our exploration plans, including test mining activities,
  and process gravel for gold recovery during the summer of 2005. Further, while
  the amount of exploration expenditures may be off-set by any recoveries from
  sales of gold that we may achieve from test mining activities, we anticipate
  that we anticipate these recoveries will not exceed our costs of exploration.
  Further, there is no assurance at this time that we will achieve any recoveries
  from sales of gold. See the discussion of our cash resources and working capital
  under Liquidity and Financial Condition below and in the section entitled Risk
  Factors.

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

We do not have any commercially viable reserves on any of
  our properties that comprise the Nolan Gold Project or any of our other properties.
  We plan to carry out exploration activities on the Nolan Gold Project that are
  referred to as “test mining activities”. The objective of the test
  mining activities on the Nolan Gold Project is to expand our knowledge and geological
  data of the mineralization of the placer deposits on the Nolan Gold Project
  and to recover gold from test mining activities in order to pay for a portion
  of the expense associated with exploration of the Nolan Gold Project. As we
  have not established commercially viable reserves on the Nolan Gold Project,
  we anticipate that recoveries of gold from test mining activities will not be
  sufficient to pay for the full cost of exploration. There is no assurance that
  our test mining activities will result in a final evaluation that a commercially
  viable mineral deposit exists on any of our mineral properties that comprise
  the Nolan Gold Project.

Low-Rank Coal-Water Fuel Project

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

- 39 -

---

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 achieve commercial production of gold
  from the Nolan Gold Project during this period.

We achieved gold recoveries of $100,976 during the year
  ended November 30, 2003. These gold recoveries represented gold recovered during
  our summer recovery operations at the Nolan Gold Project. Under our accounting
  policies, these gold recoveries were treated as recoveries received incidental
  to exploration activities on the Nolan Gold Project as we are in the exploration
  stage. Due to this accounting treatment, gold recoveries were offset against
  exploration costs associated with the Nolan Gold Project.

Subject to our achieving the necessary financing, we plan
  to re-commence test mining activities in spring 2005 with gold recovery activities
  to follow in the summer of 2005. Due to our financial condition, there is no
  assurance that we will be able to undertake any test mining activities during
  2005. There is no assurance that we will be able to process any gold bearing
  gravel material for gold recovery during the 2005 summer season. Any recoveries
  from gold sales are not anticipated to be realized until the third quarter of
  2005, at the earliest. We cannot provide investors with any assurance as to
  sales of gold during fiscal 2005 due to the uncertainties of our test mining
  activities and our financial condition. See Risk Factors.

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

Operating Costs

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

Expenses

Our expenses increased to $8,374,378 for the year ended
  November 30, 2003 compared to $7,044,801 for the year ended November 30,
  2002, representing an increase of $1,329,577 or 18.9% . The increase in
  expenses was primarily attributable to an increase in our exploration expenses
  during the year ended November 30, 2003 as we continued with exploration of
  the Nolan Deep Channel. Our loss for the year ended November 30, 2002 include
  a write-off of mineral claim expenditures in the amount of $1,159,529. Mineral
  claim expenditures were written off effective December 1, 2002 as we recommenced
  the exploration stage as of this date.

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 resulted
  in an increase to our exploration expenses to $5,273,582 for the year ended
  November 30, 2003 compared to $1,212,504 for the year ended November 30,
  2002, representing an increase of $4,061,078 or 335%. 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

- 40 -

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Bench, and Treasure Chest areas. We anticipate that these
  expenses will decline for the fiscal year ended November 30, 2004 as our exploration
  activities have been reduced as a result of our suspension of test mining exploration
  of the Nolan Deep Channel.

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 2004 fiscal year based on our
  decision to re-submit our application for the next round of financing. We do
  not expect significant increases in research expenses as we plan to continue
  our focus on exploration activities, including test mining activities, at the
  Nolan Gold Project.

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

Loss

Our loss increased to $8,519,169 for the year ended November
  30, 2003 compared to $6,965,911 for the year ended November 30, 2002 representing
  an increase of $1,553,258 or 22.3% . This increase in our loss was primarily
  attributable to the increase in our exploration expenses, as discussed above.
  We anticipate that we will continue to incur a loss until such time as we can
  commence the development stage of our operations and achieve significant revenues
  from sales of gold recovered from the Nolan Gold Project. There is no assurance
  that we will commence the development stage of our operations at the Nolan Gold
  Project or achieve revenues.

LIQUIDITY AND FINANCIAL CONDITION

Cash and Working Capital

We had cash of $12,828 as of November 30, 2004, compared
  to cash of $397,290 as of November 30, 2003 and cash of $905,000 as
  of November 30, 2002. We had a working capital deficiency of $648,023 as
  of November 30, 2004, compared to a working capital deficiency of $794,310
  as of November 30, 2003 and working capital of $171,287 as of November 30,
  2002.

We will require additional financing during the current fiscal
  year due to our current working capital deficiency, our plan of operations for
  the Nolan Gold Project, our planned exploration activities and our plan to continue
  to pursue financing through U.S. and state government programs and initiatives
  and through private sources. We plan to spend approximately $1,960,000 in
  the next twelve months in carrying out our exploration activities for the Nolan
  Gold Project. We anticipate spending approximately $300,000 during the next
  twelve months on our work to seek funding in connection with establishment of
  the demonstration facility at the Grant Mill. We presently do not have sufficient
  financing to enable us to proceed with these plans and will require additional
  financing within the next three months if we are able to proceed with our exploration
  plans, including test mining activities, and process gravel for gold recovery
  during the summer of 2005. Our actual expenditures on these activities will
  depend on the actual amount of funds that we have available as a result of our
  financing efforts. There is no assurance that we will be able to raise the necessary
  financing. See Risk Factors.

- 41 -

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Cash Used in Operating Activities

Cash used in operating activities increased to $6,783,331
  for the year ended November 30, 2003, compared to $3,867,230 for the year
  ended November 30, 2002. We funded the cash used in operating activities primarily
  through equity sales of our common shares. The increase of cash used in operating
  activities was the result of our increased exploration expenses during 2003
  as we undertook the exploration of the Nolan Deep Channel.

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 $548,647 in investing activities during the year
  ended November 30, 2003 compared to $770,553 during the year ended November
  30, 2002, representing a decrease of $221,906 or 28.8% . The decrease was
  due to our decreased equipment purchases in connection with our operations at
  the Nolan Gold Project.

Capital Leases

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

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

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

Tri-Con Group

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

Debt Re-Structuring

On March 1, 2001, we completed negotiations to restructure
  our $1,860,000 convertible debentures. We approved the issuance of replacement
  debentures in the aggregate amount of $2,384,892 in consideration of cancellation
  of the $1,860,000 principal amount of the original debentures, plus all

- 42 -

---

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

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

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

Mineral Properties

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

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

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

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

- 43 -

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Low-Rank Coal-Water Fuel Business

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

Future Financings

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

Restatement

Our consolidated financial statements for the years ended
  November 30, 2003 and 2002 that accompany this amended Annual Report on Form
  10-KSB have been restated to give effect to the write-off of exploration and
  mineral property costs previously capitalized, to correct a computation error
  in the amount of asset retirement obligations, to provide for an impairment
  charge on certain property, plant and equipment, and to correct an error in
  recording the effect of the issuance of shares of common stock issued at a 20%
  discount to debenture holders upon repayment of amounts due by way of stock
  issued instead of cash.

The adjustments result in an increase in our loss for 2003
  of $4,690,864 (2002 - $3,210,510), an increase in our loss per share
  for 2003 of $0.04 (2002 - $0.04) and an increase in our deficit for
  2003 of $8,110,851 (2002 - $3,266,761).

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 raising capital through private placements and warrant issues,
  although there is no assurance that any additional private placement financings
  will be achieved. 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 claim payments and exploration costs

We expense all costs related to the acquisition, maintenance
  and exploration of mineral claims in which we have secured exploration rights
  prior to establishment of proven and probable reserves. To date, we have not
  established the commercial feasibility of our exploration prospects, therefore,
  all costs are being expensed.

Asset retirement obligation

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

- 44 -

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associated with the retirement of long-lived assets that result
  from the acquisition, construction, development and normal use of the asset.

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

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. The value of shares issued to non-employees for services is measured
  at the date the services are performed.

- 45 -

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ITEM 7.          
  FINANCIAL STATEMENTS.

Our restated audited financial statements for the years ended
  November 30, 2003 and 2002, as set forth below, are included with this Amendment
  No. 2 to Annual Report on Form 10-KSB. Our audited financial statements are
  prepared on the basis of accounting principles generally accepted in the United
  States and are expressed in U.S. dollars.

|                                                                                                                                                                                                                                      |  | Page       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|                                                                                                                                                                                                                                      |  |            
|Auditors’ Report                                                                                                                                                                                                                      |  | F-1        
|                                                                                                                                                                                                                                      |  |            
|Consolidated Balance
        Sheets as at November 30, 2003 (restated) and 2002 (restated)                                                                                                                                            |  | F-2        
|                                                                                                                                                                                                                                      |  |            
|Consolidated Statements
        of Operations for the Years Ended November 30, 2004 (restated) and 2003
        (restated) and for the Period Since Recommencement of Exploration Stage
        December 1, 2001 to November 30, 2003 |  | F-3        
|                                                                                                                                                                                                                                      |  |            
|Consolidated Statements
        of Cash Flows for the Years Ended November 30, 2004 (restated) and 2003
        (restated) and for the Period Since Recommencement of Exploration Stage
        December 1, 2001 to November 30, 2003 |  | F-4        
|                                                                                                                                                                                                                                      |  |            
|Consolidated Statement
        of Stockholders’ Equity (Deficiency) for the Years Ended November
        30, 2003 (restated) and 2002 (restated)                                                                                      |  | F-5        
|                                                                                                                                                                                                                                      |  |            
|Notes to Consolidated
        Financial Statements                                                                                                                                                                                    |  | F-6 to F-21

- 46 -

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

Silverado Gold Mines Ltd.
  (An Exploration Stage Company) 
  Years ended November 30, 2003 and 2002
  (Restated – Note 17)







F-0

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

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

We have audited the accompanying consolidated balance sheets
  of Silverado Gold Mines Ltd. (an exploration stage company) as at November 30,
  2003 and 2002, and the related consolidated statements of operations, stockholders’
  equity, and cash flows for the two years period ended November 30, 2003 and
  2002, and for the period since recommencement of exploration stage, December
  1, 2001, to November 30, 2003. These consolidated financial statements are the
  responsibility of the Company's management. Our responsibility is to express
  an opinion on these consolidated financial statements based on our audits.

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

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  November 30, 2003 and 2002, and the results of its operations and its cash flows
  for the two years period ended November 30, 2003 and 2002, and for the period
  since recommencement of exploration stage, December 1, 2001, to November 30,
  2003 in accordance with generally accepted accounting principles in the United
  States.

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

As described in Note 17 to the consolidated financial statements,
  the accompanying consolidated financial statements of Silverado Gold Mines Ltd.
  as of November 30, 2003 and 2002, and for the years then ended, have been restated.

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

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

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

F-1

---

SILVERADO GOLD MINES LTD.
  (An Exploration Stage Company) 
  Consolidated Balance Sheets
  (Expressed in United States Dollars)
  (Restated – Note 17)

|                                                  |   |             |   |   | As at November 30 |  
|------------------------------------------------- | - | ----------- | - | - | ----------------- | -
|                                                  |   | 2003        |   |   | 2002              |  
|                                                  |   | (Restated)  |   |   | (Restated)        |  
|                                                  |   |             |   |   |                   |  
|Assets                                            |   |             |   |   |                   |  
|Current assets:                                   |   |             |   |   |                   |  
|Cash and cash equivalents                         | $ | 397,290     |   | $ | 905,000           |  
|Gold inventory                                    |   | 100,519     |   |   | 10,149            |  
|Accounts receivable                               |   | 23,093      |   |   | 8,348             |  
|Prepaid expenses (Note 10)                        |   | 118,889     |   |   | 579,745           |  
|                                                  |   | 639,791     |   |   | 1,503,242         |  
|                                                  |   |             |   |   |                   |  
|Property, plant and equipment, (note 4)           |   | 2,296,957   |   |   | 1,712,822         |  
|                                                  |   |             |   |   |                   |  
|                                                  | $ | 2,936,748   |   | $ | 3,216,064         |  
|                                                  |   |             |   |   |                   |  
|Liabilities and Stockholders' Equity              |   |             |   |   |                   |  
|Current liabilities:                              |   |             |   |   |                   |  
|Accounts payable and accrued liabilities (note 6) | $ | 398,840     |   | $ | 464,248           |  
|Loans payable secured by gold inventory           |   | 7,873       |   |   | 35,729            |  
|Mineral claims payable                            |   | 240,000     |   |   | 140,000           |  
|Convertible debentures, current portion           |   | 193,303     |   |   | 691,978           |  
|Capital lease obligation, current portion         |   | 594,085     |   |   | -                 |  
|                                                  |   | 1,434,101   |   |   | 1,331,955         |  
|                                                  |   |             |   |   |                   |  
|Asset retirement obligation (note 5)              |   | 489,300     |   |   | 196,000           |  
|Convertible debentures (note 7)                   |   | 194,142     |   |   | 644,331           |  
|Capital lease obligations (note 8)                |   | 641,492     |   |   | 946,150           |  
|                                                  |   | 2,759,035   |   |   | 3,118,436         |  
|                                                  |   |             |   |   |                   |  
|Stockholders' equity:                             |   |             |   |   |                   |  
|Common stock (note 9):                            |   |             |   |   |                   |  
|Authorized: 200,000,000 common
      shares       |   |             |   |   |                   |  
|Issued and outstanding:                           |   |             |   |   |                   |  
|November
      30, 2003 – 146,027,352             |   |             |   |   |                   |  
|common shares                                     |   | 64,066,135  |   |   | 55,571,763        |  
|November
      30, 2002 – 98,086,631              |   |             |   |   |                   |  
|common shares                                     |   |             |   |   |                   |  
|Additional paid-in capital                        |   | 464,314     |   |   | 292,320           |  
|Shares to be issued                               |   | 115,000     |   |   | 268,613           |  
|Deferred compensation                             |   | (77,712     | ) |   | (164,213          | )
|Accumulated deficit                               |   | (64,390,024 | ) |   | (55,870,855       | )
|                                                  |   | 177,713     |   |   | 97,628            |  
|                                                  |   |             |   |   |                   |  
|                                                  | $ | 2,936,748   |   | $ | 3,216,064         |  

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.
  (An Exploration Stage Company) 
  Consolidated Statements of Operations
  (Expressed in United States Dollars)
  (Restated – Note 17)

|                                 |   |                         |   |   |            |   |   | Period Since      |  
|-------------------------------- | - | ----------------------- | - | - | ---------- | - | - | ----------------- | -
|                                 |   |                         |   |   |            |   |   | Recommencement    |  
|                                 |   |                         |   |   |            |   |   | Of Exploration    |  
|                                 |   |                         |   |   |            |   |   | Stage December 1  |  
|                                 |   | Years Ended November 30 |   |   | 2001to     |  
|                                 |   | 2003                    |   |   | 2002       |   |   | November 30, 2003 |  
|                                 |   | (Restated)              |   |   | (Restated) |   |   | (Restated)        |  
|                                 |   |                         |   |   |            |   |   |                   |  
|Expenses:                        |   |                         |   |   |            |   |   |                   |  
|                                 |   |                         |   |   |            |   |   |                   |  
|Accounting and audit             | $ | 21,683                  |   | $ | 36,312     |   | $ | 57,995            |  
|Advertising and promotion        |   | 417,856                 |   |   | 573,592    |   |   | 991,448           |  
|Consulting fees                  |   | 911,796                 |   |   | 1,958,258  |   |   | 2,870,054         |  
|Depreciation, accretion and      |   |                         |   |   |            |   |   |                   |  
|impairment                       |   | 354,756                 |   |   | 798,134    |   |   | 1,152,890         |  
|Interest on convertible          |   |                         |   |   |            |   |   |                   |  
|debentures                       |   | 246,956                 |   |   | 398,344    |   |   | 645,300           |  
|Interest on capital lease        |   |                         |   |   |            |   |   |                   |  
|obligations                      |   | 144,257                 |   |   | -          |   |   | 144,257           |  
|Legal                            |   | 77,974                  |   |   | 35,766     |   |   | 113,740           |  
|Loss (gain) on foreign exchange  |   | (58,671                 | ) |   | 10,420     |   |   | (48,251           | )
|Management services              |   | 204,932                 |   |   | 204,059    |   |   | 408,991           |  
|Office                           |   | 581,205                 |   |   | 374,392    |   |   | 955,597           |  
|Other interest and bank charges  |   | 8,741                   |   |   | 4,679      |   |   | 13,420            |  
|Reporting and investor relations |   | 15,397                  |   |   | 3,430      |   |   | 18,827            |  
|Research                         |   | 148,465                 |   |   | 256,954    |   |   | 405,419           |  
|Transfer agent fees and mailing  |   | 25,449                  |   |   | 18,428     |   |   | 43,877            |  
|Exploration expenses             |   | 5,273,582               |   |   | 1,212,504  |   |   | 6,486,086         |  
|Write off of mineral claim       |   |                         |   |   |            |   |   |                   |  
|expenditures                     |   | -                       |   |   | 1,159,529  |   |   | 1,159,529         |  
|                                 |   | 8,374,378               |   |   | 7,044,801  |   |   | 15,419,179        |  
|                                 |   |                         |   |   |            |   |   |                   |  
|Interest and other income        |   | 8,435                   |   |   | 78,890     |   |   | 87,325            |  
|                                 |   |                         |   |   |            |   |   |                   |  
|Loss before cumulative effect of |   |                         |   |   |            |   |   |                   |  
|accounting change                |   | (8,365,943              | ) |   | (6,965,911 | ) |   | (15,331,854       | )
|                                 |   |                         |   |   |            |   |   |                   |  
|Cumulative effect of accounting  |   |                         |   |   |            |   |   |                   |  
|change (note 5)                  |   | (153,226                | ) |   | -          |   |   | (153,226          | )
|                                 |   |                         |   |   |            |   |   |                   |  
|Net loss for the period          |   | (8,519,169              | ) |   | (6,965,911 | ) | $ | (15,485,080       | )
|                                 |   |                         |   |   |            |   |   |                   |  
|Basic and diluted loss per share |   |                         |   |   |            |   |   |                   |  
|before cumulative effect of      |   |                         |   |   |            |   |   |                   |  
|accounting change                | $ | (0.07                   | ) | $ | (0.09      | ) |   |                   |  
|Cumulative effect of accounting  |   |                         |   |   |            |   |   |                   |  
|change                           |   | -                       |   |   | -          |   |   |                   |  
|                                 |   |                         |   |   |            |   |   |                   |  
|Net loss per share               | $ | (0.07                   | ) | $ | (0.09      | ) |   |                   |  
|                                 |   |                         |   |   |            |   |   |                   |  
|Basic and diluted weighted       |   |                         |   |   |            |   |   |                   |  
|average number of common         |   |                         |   |   |            |   |   |                   |  
|shares outstanding               |   | 117,206,696             |   |   | 74,835,801 |   |   |                   |  

See accompanying notes to the consolidated financial statements

F-3

---

SILVERADO GOLD MINES LTD.
  (An Exploration Stage Company) Consolidated Statements of Cash Flows
  (Expressed in United States Dollars)
  (Restated – Note 17)

|                                                   |   | Years Ended November 30 |   |   | Period Since |  
|-------------------------------------------------- | - | ----------------------- | - | - | ------------ | -
|                                                   |   | 2003                    |   |   |              |  
|                                                   |   | (Restated)              |   |   |              |  
|                                                   |   |                         |   |   |              |  
|                                                   |   |                         |   |   | 2002         |  
|                                                   |   |                         |   |   | (Restated)   |  
|                                                   |   |                         |   |   |              |  
|Cash provided by (used in):                        |   |                         |   |   |              |  
|                                                   |   |                         |   |   |              |  
|Operating activities:                              |   |                         |   |   |              |  
|Loss for the period                                | $ | (8,519,169              | ) | $ | (6,965,911   | )
|Adjustments to reconcile loss to                   |   |                         |   |   |              |  
|net cash provided by (used in)                     |   |                         |   |   |              |  
|operating activities:                              |   |                         |   |   |              |  
|Cumulative effect of accounting                    |   |                         |   |   |              |  
|change                                             |   | 153,226                 |   |   | -            |  
|Depreciation, accretion and                        |   |                         |   |   |              |  
|impairment                                         |   | 354,756                 |   |   | 798,134      |  
|Stock based compensation                           |   | 543,967                 |   |   | 1,629,271    |  
|Stock issued for interest                          |   | 57,388                  |   |   | 160,299      |  
|Non-cash interest expense                          |   | 236,168                 |   |   | 244,321      |  
|Written off of mineral claim                       |   |                         |   |   |              |  
|expenditures                                       |   | -                       |   |   | 1,159,529    |  
|                                                   |   |                         |   |   |              |  
|Changes in non-cash operating                      |   |                         |   |   |              |  
|working capital:                                   |   |                         |   |   |              |  
|Accounts receivable                                |   | (14,745                 | ) |   | (5,472       | )
|Gold inventory                                     |   | (90,370                 | ) |   | 991          |  
|Prepaid expenses                                   |   | 460,856                 |   |   | (579,745     | )
|Accounts payable and accrued                       |   |                         |   |   |              |  
|liabilities                                        |   | (65,408                 | ) |   | (132,147     | )
|Increase (Decrease) in mineral                     |   |                         |   |   |              |  
|claims payable                                     |   | 100,000                 |   |   | (176,500     | )
|                                                   |   | (6,783,331              | ) |   | (3,867,230   | )
|                                                   |   |                         |   |   |              |  
|Investing activities:                              |   |                         |   |   |              |  
|Purchase of equipment                              |   | (548,647                | ) |   | (770,553     | )
|                                                   |   |                         |   |   |              |  
|Financing activities:                              |   |                         |   |   |              |  
|Common stock issued for cash                       |   |                         |   |   |              |  
|(net of share issue cost)                          |   | 6,758,820               |   |   | 5,817,000    |  
|Repayment of convertible                           |   |                         |   |   |              |  
|debentures                                         |   | (21,696                 | ) |   | -            |  
|Shares to be issued                                |   | 115,000                 |   |   | -            |  
|Repayment of loans payable                         |   | (27,856                 | ) |   | -            |  
|Due to related party                               |   | -                       |   |   | (291,310     | )
|                                                   |   | 6,824,268               |   |   | 5,525,690    |  
|                                                   |   |                         |   |   |              |  
|                                                   |   |                         |   |   |              |  
|Net (Decrease) Increase in                         |   |                         |   |   |              |  
|cash and cash equivalents                          |   | (507,710                | ) |   | 887,907      |  
|                                                   |   |                         |   |   |              |  
|Cash and cash equivalents,                         |   |                         |   |   |              |  
|beginning of period                                |   | 905,000                 |   |   | 17,093       |  
|                                                   |   |                         |   |   |              |  
|Cash and cash equivalents,                         |   |                         |   |   |              |  
|end of the period                                  | $ | 397,290                 |   | $ | 905,000      |  
|                                                   |   |                         |   |   |              |  
|Supplementary disclosure with respect to cash flow |   |                         |   |   |              |  
|(note 15)                                          |   |                         |   |   |              |  

F-4

---

SILVERADO GOLD MINES LTD.
  (An Exploration Stage Company) 
  Consolidated Statements of Stockholders’ Equity
  (Expressed in U.S. Dollars) 
  (Restated – Note 17)

Years ended November 30, 2003 (Restated) and 2002 (Restated)

|                                   |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   | Accumulated     |   |   |            |  
|---------------------------------- | ------------ |  | - | ---------- |  | - | ------------ | - | - | ---------- |  | - | ------------ | - | - | --------------- | - | - | ---------- | -
|                                   | Number of    |  |   | Common     |  |   |              |   |   | Additional |  |   |              |   |   | deficit during  |   |   |            |  
|                                   | common       |  |   | stock      |  |   | Shares       |   |   | Paid in    |  |   | Deferred     |   |   | the exploration |   |   |            |  
|                                   | stock shares |  |   | amount     |  |   | to be issued |   |   | Capital    |  |   | Compensation |   |   | stage           |   |   | Total      |  
|                                   |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|Balance, November 30, 2001         | 42,423,988   |  | $ | 47,056,285 |  | $ | -            |   | $ | -          |  | $ | -            |   | $ | (48,904,944     | ) | $ | (1,848,659 | )
|                                   |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|Net loss for the year              | -            |  |   | -          |  |   | -            |   |   |            |  |   |              |   |   | (6,965,911      | ) |   | (6,965,911 | )
|                                   |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|Shares issued:                     |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|For options
      exercised        | 6,900,000    |  |   | 925,000    |  |   | -            |   |   | -          |  |   | -            |   |   | -               |   |   | 925,000    |  
|For warrants
      exercised       | 16,250,000   |  |   | 1,970,000  |  |   | -            |   |   | -          |  |   | -            |   |   | -               |   |   | 1,970,000  |  
|For consulting
      fees          | 4,793,335    |  |   | 1,232,551  |  |   | -            |   |   | -          |  |   | -            |   |   | -               |   |   | 1,232,551  |  
|For private
      placements       | 20,775,000   |  |   | 2,922,000  |  |   | -            |   |   | -          |  |   | -            |   |   | -               |   |   | 2,922,000  |  
|In lieu of
      payment for       |              |  |   |            |  |   |              |   |   | -          |  |   | -            |   |   |                 |   |   |            |  
|debentures                         | 6,944,308    |  |   | 1,465,927  |  |   | -            |   |   |            |  |   |              |   |   | -               |   |   | 1,465,927  |  
|Shares to
      be issued          | -            |  |   | -          |  |   | 268,613      |   |   | -          |  |   | -            |   |   | -               |   |   | 268,613    |  
|Stock option granted               | -            |  |   | -          |  |   | -            |   |   | 292,320    |  |   | (164,213     | ) |   | -               |   |   | 128,107    |  
|                                   |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|Balance, November 30, 2002         | 98,086,631   |  |   | 55,571,763 |  |   | 268,613      |   |   | 292,320    |  |   | (164,213     | ) |   | (55,870,855     | ) |   | 97,628     |  
|                                   |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|Net loss for the year              | -            |  |   | -          |  |   | -            |   |   | -          |  |   | -            |   |   | (8,519,169      | ) |   | (8,519,169 | )
|                                   |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|Shares issued:                     |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|For private
      placements (net) | 24,651,340   |  |   | 5,344,245  |  |   | -            |   |   | -          |  |   | -            |   |   | -               |   |   | 5,344,245  |  
|For options
      exercised        | 200,000      |  |   | 70,000     |  |   | -            |   |   | -          |  |   | -            |   |   | -               |   |   | 70,000     |  
|For warrants
      exercised       | 15,278,171   |  |   | 1,344,575  |  |   | -            |   |   | -          |  |   | -            |   |   | -               |   |   | 1,344,575  |  
|For consulting
      fees          | 2,511,668    |  |   | 554,085    |  |   | (268,613     | ) |   | -          |  |   | -            |   |   | -               |   |   | 285,472    |  
|In lieu of
      payment for       |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|debentures                         | 5,299,542    |  |   | 1,181,467  |  |   | -            |   |   | -          |  |   | -            |   |   | -               |   |   | 1,181,467  |  
|Subscriptions
      received       | -            |  |   | -          |  |   | 115,000      |   |   | -          |  |   | -            |   |   | -               |   |   | 115,000    |  
|Amortization
      of stock based  |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|compensation                       | -            |  |   | -          |  |   | -            |   |   | -          |  |   | 129,397      |   |   | -               |   |   | 129,397    |  
|Stock option granted               | -            |  |   | -          |  |   | -            |   |   | 171,994    |  |   | (42,896      | ) |   | -               |   |   | 129,098    |  
|                                   |              |  |   |            |  |   |              |   |   |            |  |   |              |   |   |                 |   |   |            |  
|Balance, November 30, 2003         | 146,027,352  |  | $ | 64,066,135 |  | $ | 115,000      |   | $ | 464,314    |  | $ | (77,712      | ) | $ | (64,390,024     | ) | $ | 177,713    |  

See accompanying notes to the consolidated financial statements

F-5

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|1. | Description of business:                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | We are an exploration stage company engaged
        in the acquisition and exploration of mineral properties and the development
        of low-rank coal-water fuel as a replacement for oil fired boilers and
        utility generators.                                                                                           
|  
|   | Upon location of a commercially minable
        reserve we expect to commence a development stage of operations.                                                                                                                                                                                                                      
|  
|   | Cumulative results of operations and cash
        flows have been presented since we re-entered the exploration stage, namely,
        December 1, 2001.                                                                                                                                                                              
|  
|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.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

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

F-7

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

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

F-8

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

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

| |  |                                                |   | 2003       |   |   | 2002       |  
| |  | ---------------------------------------------- | - | ---------- | - | - | ---------- | -
| |  |                                                |   | (Restated) |   |   | (Restated) |  
| |  |                                                |   |            |   |   |            |  
| |  | Loss as reported                               | $ | (8,519,169 | ) | $ | (6,965,911 | )
| |  |                                                |   |            |   |   |            |  
| |  | 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                                | $ | 8,519,169  |   | $ | (7,219,590 | )
| |  |                                                |   |            |   |   |            |  
| |  | Basic and Diluted, loss per common share       |   |            |   |   |            |  
| |  | As reported                                    | $ | (0.07      | ) | $ | (0.09      | )
| |  | Pro-forma                                      |   | (0.07      | ) |   | (0.10      | )

| |     | 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.                                                                                                                                                                                                                                                                                                                                                                       
|
| | (m) | Income taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     | We account for income taxes using the asset and
        liability method. Under the asset and liability method, future tax assets
        and liabilities are recognized for the future tax consequences attributable
        to differences between the financial statement carrying amounts of existing
        assets and liabilities and their respective tax bases. Future tax assets
        and liabilities are measured using enacted tax rates expected to apply
        to taxable income in the years in which those temporary differences are
        expected to be recovered or settled. A valuation allowance is recorded
        against any future tax asset if it is more likely than not that the asset
        will not be realized. The effect on future tax assets and liabilities
        of a change in tax rates is recognized in income in the period that includes
        the enactment date. Income tax expense or benefit is the sum of our provision
        for current income taxes and the difference between the opening and ending
        balance of the future income tax assets and liabilities.

F-9

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

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

F-10

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

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

F-11

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|3. | Mineral properties (continued):                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                   
|  
|   |                                                                                                                                                                                                   
|  
|4. | Property, plant and equipment:                                                                                                                                                                    
|  
|   | Property, plant and equipment primarily
        include the mill facility and equipment of the Ester Dome Gold Project
        and mining equipment and camp facilities at the Nolan Gold Project.

| |                                      |   |           |  |   | Accumulated  |  |   | Net book  | 
| | ------------------------------------ | - | --------- |  | - | ------------ |  | - | --------- | 
| | 2003 (Restated)                      |   | Cost      |  |   | depreciation |  |   | value     | 
| |                                      |   |           |  |   |              |  |   |           | 
| | Nolan Gold Project buildings         | $ | 63,000    |  | $ | 5,879        |  | $ | 57,121    | 
| | Nolan mining equipment               |   | 667,410   |  |   | 96,896       |  |   | 570,514   | 
| | Nolan Mining equipment under capital |   |           |  |   |              |  |   |           | 
| | lease                                |   | 1,746,320 |  |   | 207,866      |  |   | 1,538,454 | 
| | Other equipment                      |   | 543,113   |  |   | 412,245      |  |   | 130,868   | 
| |                                      |   |           |  |   |              |  |   |           | 
| |                                      | $ | 3,019,843 |  | $ | 722,886      |  | $ | 2,296,957 | 

F-12

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|4. | Property, plant and equipment (continued):
|-- | ------------------------------------------

| |                                      |   |           |  |   | Accumulated  |  |   | Net book  | 
| | ------------------------------------ | - | --------- |  | - | ------------ |  | - | --------- | 
| | 2002 (Restated)                      |   | Cost      |  |   | depreciation |  |   | value     | 
| |                                      |   |           |  |   |              |  |   |           | 
| | Nolan Gold Project buildings         | $ | 123,757   |  | $ | 61,597       |  | $ | 62,160    | 
| | Nolan 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   | 
| |                                      |   |           |  |   |              |  |   |           | 
| |                                      | $ | 2,620,123 |  | $ | 907,301      |  | $ | 1,712,822 | 

|5. | Asset retirement obligations (Restated)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | We adopted SFAS No. 143 on December 1, 2002. Upon
        adoption we increased our reclamation liability by $270,000, increased
        the carrying value of assets by $116,774 and recorded a cumulative
        effect adjustment of $153,226.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | Asset retirement obligations relate to the closure
        and reclamation of the Grant Mine Tailing Pond, and to the reclamation
        work associated with the Nolan Gold Project consisting of dismantling
        and removal of site structures and equipment, and reshaping and revegetating
        the disturbed areas. The Grant Mine assets were written off as impaired
        effective December 1, 2001 (Note 17), and an amount of $47,378 was
        also charged to operations in 2003 for the increase in the asset retirement
        obligations related to those Grant Mine assets. We have no assets legally
        restricted for purposes of settling asset retirement obligations. Had
        SFAS No. 143 been applied to 2002, the accrued reclamation liability would
        have been $443,809.
|  
|   | Reconciliation of Asset Retirement Obligation for
        the year ended November 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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

|6. | 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  | 
| |                                                            |   |         |  |   |         | 
| |                                                            | $ | 398,840 |  | $ | 464,248 | 

F-13

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|7. | 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 1994        |   | 140,000 |  |   | 140,000   | 
| | Issued in 1999        |   | 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 $1,860,000 convertible debentures. The replacement
        debentures aggregate $2,384,892 and consist of the original $1,860,000
        principal amount plus all accrued interest to March 1, 2001. The debentures
        bear interest of 8.0% per annum. Principal payments are due at the end
        of each month in equal monthly amounts over the five year term to March
        1, 2006. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | (b)                        | In February 1999, we issued a debenture
        for $75,000 with interest payable at a rate of 5.0% per annum. The
        debenture is unsecured and it was due on February 28, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |                            | During the year ended November 30, 2003,
        we made a principal payment of $21,697 and an interest payment of
        $3,750.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|8. | Capital lease obligations:

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

F-14

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|8. | Capital lease obligations (continued):                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Minimum future lease payments under capital leases
        as of November 30, 2003 for each of the next three years and in the aggregate
        are:

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

|9. | 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    | 

F-15

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|9. | Common stock (continued):
|-- | -------------------------
|  
|   | (a)                      
|  
|   |                          

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

| | (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

|10. | 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. The Tri- Con Group does not charge us for
        the services of its directors who are also directors of ours. At November
        30, 2003, we had prepaid $118,889 (2002 – $579,745) to the
        Tri-Con Group for exploration expenses 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 test mining on our Nolan property, administration
        services at both our field and corporate offices, and the Low-Rank Coal-Water
        fuel project.

F-16

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|10. | Related party transactions (continued):                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | 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%     | 

|    | The amounts charged for services by the Tri-Con
        Group approximate the fair value of these costs had they been performed
        by arm’s length parties.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|11. | 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                         | $ | 14,467,000  |   | $ | 12,447,000  |  
| | Temporary differences arising from mineral properties and |   |             |   |   |             |  
| | building,
      plant and equipment                       |   | 1,051,000   |   |   | 1,001,000   |  
| | Valuation allowance                                       |   | (15,518,000 | ) |   | (13,448,000 | )
| | Net future tax asset (liability)                          | $ | -           |   | $ | -           |  

| | At November 30, 2003, we had losses carried forward
        totaling $22,988,000 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 $22,191,000 (CDN)
        which expire in various years to 2010.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-17

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|11. | Income taxes (continued):                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | 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       |  
| | ---------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                          |   | (Restated) |   |   | (Restated) |  
| |                                          |   |            |   |   |            |  
| | Computed “expected” tax benefit          | $ | (3,205,000 | ) | $ | (2,760,000 | )
| | Tax loss expired during the year         |   | 1,021,000  |   |   | 1,485,000  |  
| | Temporary differences and other          |   | (86,000    | ) |   | 151,000    |  
| | Change in valuation allowance            |   | 2,200,000  |   |   | 1,014,000  |  
| | Difference in foreign tax rate and other |   | 70,000     |   |   | 110,000    |  
| |                                          |   |            |   |   |            |  
| | Income tax provision                     | $ | -          |   | $ | -          |  

|12. | Commitments and contingencies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|13. | 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.

F-18

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|14. | Segment disclosures:
|--- | --------------------
|   
|    | (a)                 
|   
|    |                     
|   
|    | (b)                 
|   
|    |                     

| |                        |   | 2003       |  |   | 2002       | 
| | ---------------------- | - | ---------- |  | - | ---------- | 
| |                        |   | (Restated) |  |   | (Restated) | 
| |                        |   |            |  |   |            | 
| | Net loss for the year: |   |            |  |   |            | 
| | Canada                 | $ | 1,746,886  |  | $ | 3,059,339  | 
| | United States          |   | 6,772,283  |  |   | 3,906,572  | 
| |                        |   |            |  |   |            | 
| |                        | $ | 8,519,169  |  | $ | 6,965,911  | 
| |                        |   |            |  |   |            | 
| | Long-lived assets:     |   |            |  |   |            | 
| | Canada                 | $ | 19,618     |  | $ | 67,471     | 
| | United States          |   | 2,277,339  |  |   | 1,645,351  | 
| |                        |   |            |  |   |            | 
| |                        | $ | 2,296,957  |  | $ | 1,712,822  | 

|15. | 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 | 

F-19

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|16. | Subsequent events:                                         
|--- | -----------------------------------------------------------
|   
|    | Subsequent to the year ended November
        30, 2003, we:
|   
|    | a)                                                         
|   
|    | b)                                                         
|   
|    | c)                                                         
|   
|    | d)                                                         
|   
|    | e)                                                         
|   
|    | f)                                                         
|   
|    | g)                                                         
|   
|    | h)                                                         
|   
|    |                                                            

F-20

---

|SILVERADO GOLD MINES LTD.
        (An Exploration Stage Company) 
        Notes to Consolidated Financial Statements
        (Expressed in U.S. Dollars)
        (Restated – Note 17)
      Years ended November 30, 2003 and 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                  

|17. | Restatement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The accompanying consolidated financial statements
        for the years ended November 30, 2003 and 2002 have been restated to give
        effect to the write-off of exploration and mineral property costs previously
        capitalized, to correct a computation error in the amount of asset retirement
        obligations, to provide for an impairment charge on certain property,
        plant and equipment, and to correct an error in recording the effect of
        the issuance of shares of common stock issued at a 20% discount to debenture
        holders upon repayment of amounts due by way of stock issued instead of
        cash.
|   
|    | The effect of the impact of the restatements on
        loss for the period and loss per share is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                               |   | 2003       |   |   | 2002       |  
| | --------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                               |   |            |   |   |            |  
| | Net loss for the period, as previously stated | $ | (3,675,079 | ) | $ | (3,755,401 | )
| |                                               |   |            |   |   |            |  
| | Exploration costs written off                 |   | (4,766,335 | ) |   | (1,114,498 | )
| | Mineral property costs written off            |   | 350,000    |   |   | (1,159,529 | )
| | Depreciation and accretion                    |   | (77,618    | ) |   | -          |  
| | Beneficial conversion feature                 |   | (196,911   | ) |   | (244,321   | )
| | Impairment of property, plant and equipment   |   | -          |   |   | (692,162   | )
| |                                               |   |            |   |   |            |  
| | Net loss for the period, as restated          | $ | (8,365,943 | ) | $ | (6,965,911 | )
| |                                               |   |            |   |   |            |  
| | Net loss per share, as previously stated      | $ | (0.03      | ) | $ | (0.05      | )
| |                                               |   |            |   |   |            |  
| | Exploration costs written off                 |   | (0.04      | ) |   | (0.01      | )
| | Mineral property costs written off            |   | (0.00      | ) |   | (0.02      | )
| | Depreciation and accretion                    |   | (0.00      | ) |   | (0.00      | )
| | Beneficial conversion feature                 |   | (0.00      | ) |   | (0.00      | )
| | Impairment of property, plant and equipment   |   | (0.00      | ) |   | (0.01      | )
| |                                               |   |            |   |   |            |  
| | Net loss per share, as restated               | $ | (0.07      | ) | $ | (0.09      | )

F-21

---

ITEM 13.         EXHIBITS

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

|(1) | Filed as an exhibit to the Company’s Registration
        Statement on Form 10 filed initially on May 11, 1984, as amended.
|--- | ---------------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to the Company’s Quarterly
        Report on Form 10-Q filed on July 15, 1997.                         
|(3) | Filed as an exhibit to the Company’s Current
        Report on Form 8-K filed on September 11, 2002.                       
|(4) | Filed as an exhibit to the Company’s Annual
        Report on Form 10-K for the year ended November 30, 1995.              
|(5) | Filed as an exhibit to the Company’s Annual
        Report on Form 10-K for the year ended November 30, 1996.              

- 47 -

---

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

- 48 -

---

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 31, 2005                              

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

|By: | /s/
      Garry L. Anselmo                                     | 
|--- | -------------------------------------------------------------- | 
|    | Garry L. Anselmo, President                                    | 
|    | Chief Executive Officer and Chief Financial Officer            | 
|    | (Principal Executive Officer)                                  | 
|    | (Principal Financial Officer and Principal Accounting Officer) | 
|    | Director                                                       | 
|    | Date: March 31, 2005                                           | 
|    |                                                                | 
|    |                                                                | 
|By: | /s/
      James F. Dixon                                       | 
|    | James F. Dixon                                                 | 
|    | Director                                                       | 
|    | Date: March 31, 2005                                           | 
|    |                                                                | 
|    |                                                                | 
|By: | /s/
      Stuart McCulloch                                     | 
|    | Stuart McCulloch                                               | 
|    | Director                                                       | 
|    | Date: March 31, 2005                                           | 

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