Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Exhibit 10.3





Exhibit 10.3

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
  THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE
  UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
  REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, 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. 

REGULATION S SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made effective as of the _______ day
  of _______________ , 2006.

BETWEEN:

(hereinafter called the "Subscriber")

OF THE FIRST PART

AND:

SILVERADO GOLD MINES LTD.,
  

  a British Columbia company

(hereinafter called the “Company")

OF THE SECOND PART

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.                   DEFINITIONS

1.1                 
  The following terms will have the following meanings for all purposes of this
  Agreement.

"Agreement" shall mean this Agreement,
  and all schedules and amendments to the Agreement.

“Common Shares” means the
  common shares of the Company without par value.




"Exchange Act" shall mean the United
  States Securities Exchange Act of 1934, as amended.

“Subscriber” shall mean

"Offering" shall mean the offering
  of the Shares by the Company.

“Purchase Price” means
  the purchase price payable by the Subscriber to the Company in consideration
  for the purchase and sale of the Shares in accordance with Section 2.1 of this
  Agreement.

"SEC" shall mean the United States
  Securities and Exchange Commission.

"Securities Act" shall mean the United
  States Securities Act of 1933, as amended.

"Shares" means those common shares
  to be purchased by the Subscriber;

1.2                   The
  following schedules are attached to and form part of this Agreement:

Schedule A British Columbia Definition
  of Accredited Investor

1.3                   All
  dollar amounts referred to in this agreement are in United States funds, unless
  expressly stated otherwise.

2.              
  PURCHASE AND SALE OF SHARES

2.1 Subject to the terms and conditions of this Agreement,
  the Subscriber hereby subscribes for and agrees to purchase from the Company
  such number of Shares as is set forth upon the signature page hereof at a price
  equal to $       US 
  per Share. Upon execution, the subscription by the Subscriber will
  be irrevocable.

2.2 The Purchase Price is payable by the
  Subscriber contemporaneously with the execution and delivery of this Subscription
  Agreement and will be advanced to the Company or its solicitors. The Subscriber
  acknowledges that if the funds are advanced to the Company’s solicitors,
  the solicitors shall release such funds to the Company on confirmation by the
  Company that it will accept the subscription.

2.3 Upon execution by the Company, the Company agrees to
  sell such Shares to the Subscriber for the Purchase Price subject to the Company's
  right to sell to the Subscriber such lesser number of Shares as it may, in its
  sole discretion, deem necessary or desirable.

2.4 Any acceptance by the Company of the Subscription is
  conditional upon compliance with all securities laws and other applicable laws
  of the jurisdiction in which the Subscriber is resident. Each Subscriber will
  deliver to the Company all other documentation, agreements, representations
  and requisite government forms required by the lawyers for the Company as required
  to comply with all securities laws and other applicable laws of the jurisdiction
  of the Subscriber.

2.5 Pending acceptance of this subscription by the Company,
  all funds paid by the Subscriber shall be deposited by the Company and immediately
  available to the Company for its corporate purposes. In the event the subscription
  is not accepted, the subscription funds will be returned to the Subscriber by
  the Company.




2.6 The Subscriber hereby authorizes and directs the Company
  to deliver the securities to be issued to such Subscriber pursuant to this Agreement
  to the Subscriber’s address indicated on the signature page of this Agreement.

2.7 The Subscriber acknowledges and agrees that the subscription
  for the Shares and the Company's acceptance of the subscription is not subject
  to any minimum subscription for the Offering.

3.              
  REGULATION S AGREEMENTS OF THE SUBSCRIBER

3.1 The Subscriber represents and warrants
  to the Company that the Subscriber is not a “U.S. Person” as defined
  by Regulation S of the Securities Act and is not acquiring the Shares for the
  account or benefit of a U.S. Person.

A “U.S. Person” is defined
  by Regulation S of the Act to be any person who is:

	 	(a) 	 any natural person resident in the United
        States;

	 	 	 	 
	 	(b) 	 any partnership or corporation organized
        or incorporated under the laws of the United States;

	 	 	 	 
	 	(c) 	 any estate of which any executor or administrator
        is a U.S. person;

	 	 	 	 
	 	(d) 	 any trust of which any trustee is a U.S.
        person;

	 	 	 	 
	 	(e) 	 any agency or branch of a foreign entity
        located in the United States;

	 	 	 	 
	 	(f) 	 any non-discretionary account or similar
        account (other than an estate or trust) held by a dealer or other fiduciary
        organized, incorporate, or (if an individual) resident in the United States;
        and

	 	 	 	 
	 	(g) 	 any partnership or corporation if:

	 	 	 	 
	 		(i) 	 organized or incorporated under the laws of any foreign
        jurisdiction; and

	 	 	 	 
	 		(ii) 	 formed by a U.S. person principally for the purpose
        of investing in securities not registered under the Act, unless it is
        organized or incorporated, and owned, by accredited Subscribers [as defined
        in Section 230.501(a) of the Act] who are not natural persons, estates
        or trusts.



3.2 The Subscriber acknowledges that the Subscriber was not in
  the United States at the time the offer to purchase the Shares was received.





3.3 The Subscriber acknowledges that the 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.

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

3.5 The Subscriber and the Company agree that the Company will
  refuse to register any transfer of the 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. 

3.6 The Subscriber agrees to resell the 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.

3.7 The Subscriber acknowledges and agrees that all certificates
  representing the Shares will be endorsed with the following legend in accordance
  with Regulation S of the Securities Act: 

“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”.

4.        
              REPRESENTATIONS
  AND WARRANTIES OF THE SUBSCRIBER

The Subscriber, represents and warrants to the Company as follows,
  and acknowledges that the Company is relying upon such covenants, representations
  and warranties in connection with the sale of the Shares to such Subscriber:

4.1                   The
  Subscriber is an investor in securities of companies in the development stage
  and acknowledges that it is able to fend for itself, can bear the economic risk
  of its investment, and has such knowledge and experience in financial or business
  matters such that it is capable of evaluating the merits and risks of the investment
  in the Shares. The Subscriber can bear the economic risk of this investment,
  and was not organized for the purpose of acquiring the Shares.




4.2                   The
  Subscriber has had full opportunity to review the Company’s filings with
  the SEC pursuant to the Securities Exchange Act of 1934, including the Company’s
  annual reports on Form 10-KSB and quarterly reports on Form 10-QSB, and additional
  information regarding the business and financial condition of the Company. The
  Subscriber believes it has received all the information it considers necessary
  or appropriate for deciding whether to purchase the Shares. The Subscriber further
  represents that it has had an opportunity to ask questions and receive answers
  from the Company regarding the terms and conditions of the Offering and the
  business, properties, prospects and financial condition of the Company. The
  Subscriber has had full opportunity to discuss this information with the Subscriber’s
  legal and financial advisers prior to execution of this Agreement.

4.3.                  
  The Subscriber acknowledges that the offering of the Shares by the Company has
  not been reviewed by the SEC and that the Shares are being issued by the Company
  pursuant to an exemption from registration under the Securities Act.

4.4                   The
  Subscribers understands that the Shares it is purchasing are characterized as
  "restricted securities" under the Securities Act inasmuch as they are being
  acquired from the Company in a transaction not involving a public offering and
  that under such laws and applicable regulations such securities may be resold
  without registration under the Securities Act only in certain limited circumstances.
  In this connection, the Subscriber represents that it is familiar with SEC Rule
  144, as presently in effect, and understands the resale limitations imposed
  thereby and by the Securities Act.

4.5                   The
  Shares will be acquired by the Subscriber for investment for the Subscriber's
  own account, not as a nominee or agent, and not with a view to the resale or
  distribution of any part thereof, and that the Subscriber has no present intention
  of selling, granting any participation in, or otherwise distributing the same.
  The Subscriber does not have any contract, undertaking, agreement or arrangement
  with any person to sell, transfer or grant participations to such person or
  to any third person, with respect to any of the Shares.

4.6                   An
  investment in the Company is highly speculative and only Subscribers who can
  afford the loss of their entire investment should consider investing in the
  Company and the Shares. The Subscriber is financially able to bear the economic
  risks of an investment in the Company.

4.7                   The
  Subscriber recognizes that the purchase of the Shares involves a high degree
  of risk in that the Company is in the early stages of development of its business
  and may require substantial funds in addition to the proceeds of this private
  placement.

4.8                   The
  Subscriber is not aware of any advertisement of the Shares.

4.9                   This
  Agreement has been duly authorized, validly executed and delivered by the Subscriber.

4.10                 The
  Subscriber has satisfied himself or herself as to the full observance of the
  laws of his or her jurisdiction in connection with any invitation to subscribe
  for the Shares or any use of this Agreement, including (i) the legal requirements
  within his jurisdiction for the purchase of the Shares; (ii) any foreign exchange
  restrictions applicable to such purchase; (iii) any governmental or other consents
  that may need to be obtained; (iv) the income tax and other tax consequences,
  if any, that may be relevant to an investment in the Shares; and (v) any restrictions
  on transfer applicable to any disposition of the Shares imposed by the jurisdiction
  in which the Subscriber is resident.




5.                    
  BRITISH COLUMBIA MATTERS

5.1 The Subscriber represents and warrants to the Company
  that the Subscriber is an “Accredited Investor” as defined by Subsection
  1.1 of Multilateral Instrument 45-103 adopted by the British Columbia Securities
  Commission and as outlined in Schedule A attached to this Subscription Agreement.

5.2 The Subscriber represents and warrants to the Company
  that the Subscriber is not a resident of British Columbia.

5.3 The Subscriber acknowledges that the
  Shares may not be sold or otherwise disposed of for value in British Columbia,
  except pursuant to either a prospectus or statutory exemption available only
  in specific and limited circumstances. 

6.                    
  MISCELLANEOUS

6.1 Any notice or other communication given hereunder shall
  be deemed sufficient if in writing and sent by registered or certified mail,
  return receipt requested, addressed to the Company, at its head office at Suite
  505, 1111 West Georgia Street, Vancouver British Columbia V6E 4M3, Attention:
  Mr. Garry Anselmo, President, and to the Subscriber at his/her address indicated
  on the last page of this Subscription Agreement. Notices shall be deemed to
  have been given on the date of mailing, except notices of change of address,
  which shall be deemed to have been given when received.

6.2 The parties agree to execute and deliver all such further
  documents, agreements and instruments and take such other and further action
  as may be necessary or appropriate to carry out the purposes and intent of this
  Subscription Agreement.




6.3  This Agreement will be governed
  by and construed in accordance with the laws of the Province of British Columbia
  applicable to contracts made and to be performed therein. The parties hereby
  submit to personal jurisdiction in the Courts of the Province of British Columbia
  for the enforcement of this Agreement and waive any and all rights under the
  laws of any state to object to jurisdiction within the Province of British Columbia
  for the purposes of litigation to enforce this Agreement.

IN WITNESS WHEREOF, this Subscription Agreement
  is executed as of the day and year first written above.

	Number of Shares Subscribed For: 	 
	  	 
	 	 
	Signature of Subscriber: 	 
	 	 
	Name of Subscriber: 	 
	 	 
	Address of Subscriber: 	 
	 	 
	  	 
	 	 
	  	 
	 	 
	 	 
	ACCEPTED BY: 	 
	 	 
	SILVERADO GOLD MINES LTD. 	 
	 	 
	Signature of Authorized Signatory: 	 
	 	 
	Name of Authorized Signatory: 	 
	 	 
	Position of Authorized Signatory: 	 
	 	 
	Date of Acceptance: 	 







SCHEDULE A

  BRITISH COLUMBIA DEFINITION OF “ACCREDITED INVESTOR”

“Accredited Investor” means:

	(a) 	 a Canadian financial institution,
        or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);
      

	 	  

	(b) 	 the Business Development Bank
        of Canada incorporated under the Business Development Bank of Canada Act
        (Canada); 

	 	  

	(c) 	 an association under the Cooperative
        Credit Associations Act (Canada) located in Canada; 

	 	  

	(d) 	 a subsidiary of any person or
        company referred to in paragraphs (a) to (c), where the person or company
        owns all of the voting securities of the subsidiary, except the voting
        securities required by law to be owned by directors of that subsidiary;
      

	 	  

	(e) 	 a person or company registered
        under the securities legislation, or under the securities legislation
        of another jurisdiction of Canada, as an adviser or dealer, other than
        a limited market dealer registered under the Securities Act (Ontario);
      

	 	  

	(f) 	 an individual registered or formerly
        registered under the securities legislation, or under the securities legislation
        of another jurisdiction of Canada, as a representative of a person or
        company referred to in paragraph (e); 

	 	  

	(g) 	 the government of Canada or a
        province, or any crown corporation or agency of the government of Canada
        or a province; 

	 	  

	(h) 	 a municipality, public board
        or commission in Canada; 

	 	  

	(i) 	 any national, federal, state,
        provincial, territorial or municipal government of or in any foreign jurisdiction,
        or any agency of that government; 

	 	  

	(j) 	 a pension fund that is regulated
        by either the Office of the Superintendent of financial Institutions (Canada)
        or a provincial pension commission or similar regulatory authority; 

	 	  

	(k) 	 a registered charity under the
        Income Tax Act (Canada); 

	 	  

	(l) 	 an individual who, either alone
        or jointly with a spouse, beneficially owns, directly or indirectly, financial
        assets having an aggregate realizable value that before taxes, but net
        of any related liabilities, exceeds $1,000,000; 

	 	  

	(m) 	 an individual whose net income
        before taxes exceeded $200,000 in each of the two most recent years or
        whose net income before taxes combined with that of a spouse exceeded
        $300,000 in each of the two most recent years and the current year; 









	(n) 	 a corporation, limited partnership, limited liability
        partnership, trust or estate, other than a mutual fund or non-redeemable
        investment fund, that had net assets of at least $5,000,000 as shown on
        its most recently prepared financial statements;

	 	 
	(o) 	 a mutual fund or non-redeemable investment fund that,
        in the local jurisdiction, distributes its securities only to persons
        or companies that are accredited investors;

	 	 
	(p) 	 a mutual fund or non-redeemable investment fund that,
        in the local jurisdiction, distributes its securities under a prospectus
        for which the regulator has issued a receipt;

	 	 
	(q) 	 an entity organized in a foreign jurisdiction that is
        analogous to any of the entities referred to in paragraphs (a) through
        (e) and paragraph (j) in form and function; or

	 	 
	(r) 	 a person or company in respect of which all of the owners
        of interests, direct or indirect, legal or beneficial, are persons or
        companies that are accredited investors.