Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Exhibit 10.4





Exhibit 10.4

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES
  TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
  ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
  FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED
  UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
  TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT
  TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
  FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED
  STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON
  UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN REGISTERED
  UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH
  STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED
  STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES
  ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
  IN COMPLIANCE WITH THE ACT.

WARRANT CERTIFICATE NO.

SILVERADO GOLD MINES LTD., 

  A BRITISH COLUMBIA COMPANY

  COMMON SHARE PURCHASE WARRANT CERTIFICATE

THIS IS TO CERTIFY THAT, for value received, (the
  “Holder”), shall have the right to purchase from SILVERADO GOLD MINES
  LTD., a British Columbia company (the “Corporation”), (NO. OF WARRANT
  SHARES) fully paid and nonassessable common shares of the Corporation (the
  “Common Shares”), subject to further adjustment as set forth in Section
  5 of the Terms and Conditions, at any time until 5:00 P.M., Pacific time, on
  the day of, (the “Expiration Date”) at an exercise price (the "Exercise
  Price") US per share during the period from the date of issuance to the Expiration
  Date in accordance with the terms hereof and the Terms and Conditions set forth
  on the reverse of this Warrant Certificate, to which the Holder by acceptance
  of this Warrant Certificate agrees.

IN WITNESS WHEREOF, the Corporation has caused this Warrant
  Certificate to be duly executed and delivered by its duly authorized officer.

SILVERADO GOLD MINES LTD.

  

	 	 	 
	Attest: _______________________________	 	By:  _______________________________







STATEMENT OF TERMS AND CONDITIONS

1. Exercise of Warrants. This Warrant is exercisable in
  whole or in partial allotments of no less than 1,000 shares at the Exercise
  Price per share of Common Shares payable hereunder, payable in cash or by certified
  or official bank check. Upon surrender of this Warrant Certificate with the
  annexed Notice of Exercise Form duly executed, together with payment of the
  Exercise Price for the shares of Common Shares purchased, the Holder shall be
  entitled to receive a certificate or certificates for the shares of Common Shares
  so purchased. Payment of the aggregate Exercise Price must be made in cash or
  certified funds. No fractional shares shall be issued in connection with any
  exercise of this Warrant. In lieu of the issuance of any fractional share, the
  Corporation shall make a cash payment equal to the then fair market value of
  such fractional share as determined by the Corporation’s Board of Directors.

  2. Reservation of Shares. The Corporation hereby agrees that at all times
  during the term of this Warrant there shall be reserved for issuance upon exercise
  of this Warrant such number of shares of its Common Shares as shall be required
  for issuance upon exercise of this Warrant (the “Warrant Shares”).

  3. Mutilation or Loss of Warrant. Upon receipt by the Corporation of
  evidence satisfactory to it of the loss, theft, destruction or mutilation of
  this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably
  satisfactory indemnification, and (in the case of mutilation) upon surrender
  and cancellation of this Warrant, the Corporation will execute and deliver a
  new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated
  Warrant shall thereupon become void.

  4. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled
  to any rights of a stockholder in the Corporation, either at law or equity,
  and the rights of the Holder are limited to those expressed in this Warrant
  and are not enforceable against the Corporation except to the extent set forth
  herein.

  5. Protection Against Dilution. The Exercise Price and the number of
  shares which can be purchased by the Holder upon the exercise of this Warrant
  shall be subject to adjustment in the events and in the manner following: (1)
  If and whenever the shares at any time outstanding shall be subdivided into
  a greater or consolidated into a lesser number of shares, the Exercise Price
  shall be decreased or increased proportionately as the case may be; upon any
  such subdivision or consolidation, the number of shares which can be purchased
  upon the exercise of this warrant certificate shall be increased or decreased
  proportionately as the case may be. (2) In case of any capital reorganization
  or of any reclassification of the capital of the Corporation or in case of the
  consolidation, merger or amalgamation of the Corporation with or into any other
  company, this Warrant shall after such capital reorganization, reclassification
  of capital, consolidation, merger or amalgamation confer the right to purchase
  the number of shares or other securities of the Corporation or of the Corporation
  resulting from such capital reorganization, reclassification, consolidation,
  merger or amalgamation, as the case may be, to which the Holder of the shares
  deliverable at the time of such capital reorganization, reclassification of
  capital, consolidation, merger or amalgamation, upon the exercise of this Warrant
  would have been entitled. On such capital reorganization, reclassification,
  consolidation, merger or amalgamation appropriate adjustments shall be made
  in the application of the provisions set forth herein with respect to the rights
  and interest thereafter of the Holder of this Warrant so that the provisions
  set forth herein shall thereafter be applicable as nearly as may reasonably
  be in relation to any shares or other securities thereafter deliverable on the
  exercise of this Warrant. (3) The rights of the Holder evidenced hereby are
  to purchase shares prior to or on the date set out on the face of this Warrant.
  If there shall, prior to the exercise of any of the rights evidenced hereby,
  be any reorganization of the authorized capital of the Corporation by way of
  consolidation, merger, subdivision, amalgamation or otherwise, or the payment
  of any stock dividends, then there shall automatically be an adjustment in either
  or both of the number of shares which may be purchased pursuant hereto or the
  price at which such shares may be purchased so that the rights evidenced hereby
  shall thereafter as reasonably as possible be equivalent to those originally
  granted hereby. The Corporation shall have the sole and exclusive power to make
  such adjustments as it considers necessary and desirable. (4) The adjustments
  provided for herein in the subscription rights represented by this Warrant are
  cumulative.

  6. Transfer to Comply with the Securities Act and Other Applicable Securities
  Legislation. This Warrant and the Warrant Shares have not been registered
  under the Securities Act of 1933, as amended, (the "Act") and have been issued
  to the Holder pursuant to Regulation S of the Act on the representations of
  the Holder in a subscription agreement executed by the Holder in favor of the
  Corporation. Neither this Warrant nor any of the Warrant Shares or any other
  security issued or issuable upon exercise of this Warrant may be sold, transferred,
  pledged or hypothecated in the absence of an effective registration statement
  under the Act relating to such security or an opinion of counsel reasonably
  satisfactory to the Corporation that registration is not required under the
  Act. Each certificate for the Warrant, the Warrant Shares and any other security
  issued or issuable upon exercise of this Warrant shall contain a legend on the
  face thereof, in form and substance satisfactory to counsel for the Corporation,
  setting forth the restrictions on transfer contained in this Section. By acceptance
  of this certificate, the Holder acknowledges and agrees that: (1) The Holder
  will only sell the Warrants and the shares issuable upon exercise of the Warrants
  (the “Warrant Shares") only in accordance with the provisions of Regulation
  S of the Act, pursuant to registration under the Act, or pursuant to an available
  exemption from registration pursuant to the Act; (2) The Corporation will refuse
  to register any transfer of the Warrants and the Warrant Shares not made in
  accordance with the provisions of Regulation S of the Act, pursuant to registration
  under the Act, or pursuant to an available exemption from registration; (3)
  The Holder will not engage in hedging transactions except in accordance with
  the Act.

  All certificates representing the Warrant Shares will be endorsed with the following
  legend:

“The Securities Represented By
  This Certificate Have Not Been Registered Under The Securities Act Of 1933 (The
  "Act"), And Have Been Issued In Reliance Upon An Exemption From The Registration
  Requirements Of The Act Provided By Regulation S Promulgated Under The Act.
  Such Securities May Not Be Reoffered For Sale Or Resold Or Otherwise Transferred
  Except In Accordance With The Provisions Of Regulation S, Pursuant To An Effective
  Registration Under The Act, Or Pursuant To An Available Exemption From Registration
  Under The Act. Hedging Transactions Involving The Securities May Not Be Conducted
  Unless In Compliance With The Act.”

In addition, the Holder will comply with all other applicable
  securities legislation in addition to the Act to which the Holder is subject
  in selling or transferring any Warrants or Warrant Shares and the Company may
  refuse to register any sale or transfer not in compliance with such other securities
  legislation.

  7. Payment of Taxes. The Corporation shall not be required to pay any
  tax or other charge imposed in connection with the exercise of this Warrant
  or a permissible transfer involved in the issuance of any certificate for shares
  issuable under this Warrant in the name other than that of the Holder, and in
  any such case, the Corporation shall not be required to issue or deliver any
  stock certificate until such tax or other charge has been paid or it has been
  established to the Corporation’s satisfaction that no such tax or other
  charge is due.

  8. Notices. Any notice required or permitted hereunder shall be given
  in writing and shall be deemed effectively given upon, (a) by personal delivery
  or telecopy, or (ii) one business day after deposit with a nationally recognized
  overnight delivery service such as Federal Express, with postage and fees prepaid,
  addressed to each of the other parties thereunto entitled at the following addresses,
  or at such other addresses as a party may designate by written notice to each
  of the other parties hereto.

  HOLDER: At the address set forth above.; CORPORATION:
  SILVERADO GOLD MINES LTD., Attn: Mr. Garry L. Anselmo, President, Suite
  505, 1111 W. Georgia St., Vancouver, BC, Canada V6E 4M3, Fax: 604-682-3519;
  with a copy to: CANE O’NEILL TAYLOR,LLC, Attn: Mr. Michael H. Taylor, 2300
  W. Sahara Ave., Suite 500, Box 18, Las Vegas, NV, USA 89102, Fax: (702) 944-7100.

  9. Governing Law. This Warrant shall be deemed to be a contract made
  under the laws of the Province of British Columbia and for all purposes shall
  be governed by and construed in accordance with the laws of the Province of
  British Columbia applicable to contracts to be made and performed entirely within
  the Province of British Columbia.



SUBSCRIPTION FORM

TO: SILVERADO GOLD MINES LTD., A British Columbia company
  (the “Corporation”)

The undersigned Holder of the foregoing Warrant (the “Subscriber”)
  hereby exercises the right to purchase and hereby subscribes for the number
  of common shares of SILVERADO GOLD MINES LTD. set forth below (the “Warrant
  Shares”) in accordance with the Terms and Conditions of this Warrant Certificate
  and hereby makes payment by cash, certified check or bank draft of the purchase
  price in full for the Warrant Shares. Please deliver a warrant certificate in
  respect of the warrants referred to in the Warrant Certificate surrendered herewith
  but not presently subscribed for to the Subscriber.

            The Subscriber represents
  and warrants to the Corporation that:

            1. The Subscriber is
  not a “U.S. Person” as defined by Regulation S of the Securities Act
  and is not exercising the Warrants or acquiring the Warrant Shares for the account
  or benefit of a U.S. Person.

            2. The Subscriber was
  not in the United States at the time the Warrants were exercised. 




          3. The
  Subscriber acknowledges that the Warrant Shares are “restricted securities”
  within the meaning of the Securities Act and will be issued to the Subscriber
  in accordance with Regulation S of the Securities Act.

            4. The Subscriber
  agrees not to engage in hedging transactions with regard to the Warrant Shares
  unless in compliance with the Securities Act.

            5. The Subscriber
  agrees that the Company will refuse to register any transfer of the Warrant
  Shares not made in accordance with the provisions of Regulation S of the Securities
  Act, pursuant to registration under the Securities Act, pursuant to an available
  exemption from registration, or pursuant to this Agreement. The Subscriber acknowledges
  that the Subscriber has no right to require the Corporation to register the
  Warrant Shares under the Act.

            6. The Subscriber
  agrees to resell the Warrant Shares only in accordance with the provisions of
  Regulation S of the Securities Act, pursuant to registration under the Securities
  Act, or pursuant to an available exemption from registration pursuant to the
  Securities Act. 

            7. The Subscriber
  acknowledges and agrees that all certificates representing the Warrant Shares
  will be endorsed with the legend required by the Terms and Conditions specified
  by the Warrant Certificate. 

DATED this ___________day of ________________________________,
  ____________.


	Number of Shares Subscribed For: 	 
	 	 
	Signature of Subscriber: 	 
	 	 
	Name of Subscriber (please print): 	 
	 	 
	Address of Subscriber: