Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Exhibit 10.13






 FORM OF WARRANT EXERCISE AGREEMENT  

 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED
  UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD
  IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH
  SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
  UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE
  EXEMPT FROM SUCH REGISTRATION. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
  BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR BY ANY STATE
  SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.  

 WARRANT EXERCISE AGREEMENT  

 SILVERADO GOLD MINES LTD.  

 WARRANT EXERCISE AGREEMENT (the “Agreement”)
  made as of this _____ day of December, 2003 between Silverado Gold Mines
  Ltd., a British Columbia company with its corporate office at Suite 505,
  1111 West Georgia Street, Vancouver, British Columbia, Canada V6E 4M3 (the "Company")
  and the undersigned (the "Investor"). 

 WHEREAS:

	A. 	The Company sold an aggregate of 11,750,000 units
        (the “Units”) at a price of $0.10 US per Unit pursuant to Rule
        506 of Regulation D of the United States Securities Act of 1933
        (the “1933 Act”) and applicable state securities laws (the "Offering").
        Each Unit was comprised of one common share of the Company (each a “Share”)
        and one share purchase warrant (each a “Warrant”). Each Warrant
        entitles the investor to purchase one additional common share of the Company
        for a one year period from the closing of the Offering at an exercise
        price, subject to adjustment, of $0.20 US per share. 

	 	 
	B. 	The Investor is an “accredited investor”, as defined in Rule
      501 of Regulation D of the 1933 Act. 
	 	 
	C. 	The Investor purchased the number of units set forth
        on the signature page to this Agreement (the “Investor Units”)
        consisting of a corresponding number of shares (the “Investor Shares”)
        and a corresponding number of share purchase warrants (the “Investor
        Warrants”) pursuant to the Offering. 

	 	 
	D. 	The Company has filed a registration statement on
        Form SB-2 pursuant to the 1933 Act in order to qualify the resale by the
        Investor of the Investor Shares and the shares issuable upon exercise
        of the Investor Warrants (the “Investor Warrant Shares”), which
        registration statement was declared effective by the Securities and Exchange
        Commission on October 20, 2003. 

	 	 
	E. 	The Investor has agreed to exercise the Investor
        Warrants at a reduced exercise price on the terms and subject to the conditions
        of this Warrant Exercise Agreement. 



NOW, THEREFORE, for and in consideration of the premises and the mutual
  covenants hereinafter set forth, the parties hereto do hereby agree as follows:

	1. 	EXERCISE OF INVESTOR WARRANTS 
	 	 	 
	1.1 	Subject to the terms and
        conditions hereinafter set forth, the exercise price of the Investor Warrants
        is hereby reduced to $0.075 per share provided that: 

	 	 	 
	 	(a) 	the Investor Warrants are exercised on or before January 1, 2004; and
    







 

	 	(b)	the Investor will be entitled to exercise all or any portion
      of the Investor Warrants.
	 	 	 
	 	Any Investor Warrants that
        are not exercised by January 1, 2004 in the manner contemplated by this
        Section 1.1 will remain exercisable at the price of $0.20 per share.

	 	 	 
	1.2 	Upon exercise of the Investor
        Warrants by the Investor in accordance with Section 1.1, the Company will
        deliver to the Investor certificates representing the Investor Warrant
        Shares forthwith upon receipt of the exercise price for the Investor Warrant
        Shares.

	 	 	 
	1.3 	Upon exercise of the Investor
        Warrants in accordance with Section 1.1 by the Investor, the Company hereby
        agrees to issue to the Investor additional warrants to purchase a number
        of shares of the Company equal to the number of Investor Warrants exercised,
        which additional warrants will be exercisable for a period from the date
        of this Agreement to January 10, 2005 at an exercise price, subject to
        adjustment, of $0.20 US per share (the “Investor Replacement Warrants”).
        The Investor Replacement Warrants will be in the form attached hereto
        as Schedule A. The Investor acknowledges that the Company may enter into
        additional warrant exercise agreements with investors in the Offering
        whereby the Company may grant additional replacement warrants on the equivalent
        terms to the Investor Replacement Warrants to be issued by the Company
        pursuant to this Agreement (these additional replacement warrants, together
        with the Investor Replacement Warrants, are referred to collectively as
        the “Replacement Warrants”).

	 	 	 
	1.4 	Notwithstanding the exercise
        price of the Investor Replacement Warrants, the Company agrees that the
        Investor will be entitled to exercise the Investor Replacement Warrants
        at a reduced exercise price of $0.075 per share, provided that:

	 	 	 
	 	(a)	the Investor Replacement Warrants are exercised on or before
      January 10, 2004;
	 	 	 
	 	(b)	in aggregate, a total of 5,000,000 of
        the Replacement Warrants are exercised by investors in the Offering, including
        the Investor Replacement Warrants exercised by the Investor, on or before
        January 10, 2004;

	 	 	 
	 	(c)	in the event that, in aggregate, more
        than 5,000,000 of the Replacement Warrants are exercised on or before
        January 10, 2004, then the number of Investor Replacement Warrants deemed
        exercised by the Investor will be reduced according to the following formula
        such that in aggregate 5,000,000 Replacement Warrants will have been exercised:





	 	Number of Investor Replacement	 	5,000,000 x	[Number of Investor Replacement
	 	Warrants Deemed	=	 	Warrants Exercised by Investor]
	 	Exercised by the Investor	 	 	 
	 	 	 
	
	

	 	 	 	 	 
	 	 	 	[Aggregate Number of Replacement
	 	 	 	Warrants Exercised]




	1.5	 In the event the Investor
        Replacement Warrants are exercised at the reduced exercise price of $0.075
        per share on or before January 10, 2004 in accordance with Section 1.4
        of this Agreement, the Company will:

	 	 	 
	 	(a)	issue to the Investor additional warrants to purchase
        an additional number shares of the Company equal to the number of Investor
        Replacement Warrants exercised pursuant to Section 1.4 of this Agreement,
        which additional warrants will be exercisable for a period from the date
        of issue to January 10, 2005 at an exercise price, subject to adjustment,
        of $0.20 US per share (the “Investor Additional Replacement Warrants”).
        In aggregate, a total of 5,000,000 additional warrants will be issued
        to the investors exercising their Replacement Warrants, as contemplated
        in Section 1.4, including the Investor Additional








 

	 	
	Replacement Warrants (together,
        the “Additional Replacement Warrants”). The Investor Additional
        Replacement Warrants will be in the form attached hereto as Schedule B;
        and

	 	 	 
	 	(b)	undertake to expeditiously register the resale
      of:
	 	 	 	 
	 	 	(i) 	the resale of the shares issued to the
        Investor upon exercise of the Investor Replacement Warrants in accordance
        with Section 1.4 of this Agreement (the “Investor Replacement Warrant
        Shares”). In aggregate, a total of 5,000,000 shares issued upon exercise
        of the Replacement Warrants, including the Investor Replacement Warrant
        Shares held by the Investor, will be included on the registration statement;

	 	 	 	 
	 	 	(ii)	the resale of the shares issuable to
        the Investor upon exercise of the Investor Additional Replacement Warrants
        (the “Investor Additional Replacement Warrant Shares”). In aggregate,
        a total of 5,000,000 shares issuable upon exercise of the Additional Replacement
        Warrants will be included on the registration statement; and

	 	 	 	 
	 	 	(iii)	the resale of the shares issuable upon the balance of the
      unexercised Investor Replacement Warrants. In aggregate, a total of 6,750,000
      shares issuable upon exercise of the unexercised Replacement Warrants will
      be included on the registration statement;
	 	 	 	 
	 	 	by the filing of a registration
        statement on Form SB-2, or any other eligible form, with the Securities
        Exchange Commission pursuant to the 1933 Act (the “Additional Registration
        Statement”). The Company will pay all required expenses and fees
        in connection with the preparation and filing of the Additional Registration
        Statement. The Investor agrees that, without limitation, the Company may
        exercise additional shares and warrant shares held by other investors
        on the Additional Registration Statement. The Additional Registration
        Statement will be filed with the Securities and Exchange Commission no
        later than 60 days from the date of the completion of the exercise of
        the aggregate of 5,000,000 Replacement Warrants in accordance with Section
        1.4 of this Agreement.

	 	 	 	 
	1.6	 Limitation on Exercise.
        Notwithstanding the provisions of this Agreement, the Investor Warrants,
        the Investor Replacement Warrants or the Investor Additional Replacement
        Warrants, in no event (except (i) as specifically provided in this Agreement
        as an exception to this provision, (ii) while there is outstanding a tender
        offer for any or all of the shares of the Company’s Common Stock,
        or (iii) at the Investor’s option, on at least sixty-five (65) days’
        advance written notice from the Investor) shall the Investor be entitled
        to exercise the Investor Replacement Warrants or the Investor Additional
        Replacement Warrants, or shall the Company have the obligation to issue
        shares upon such exercise of all or any portion of the Investor Replacement
        Warrants or the Investor Additional Replacement Warrants to the extent
        that after such exercise the sum of (1) the number of shares of Common
        Stock beneficially owned by the Investor and its affiliates (other than
        shares of Common Stock which may be deemed beneficially owned through
        the ownership of the unexercised portion of the Investor Replacement Warrants
        and the Investor Additional Replacement Warrants or other rights to purchase
        Common Stock or other convertible securities), and (2) the number of shares
        of Common Stock issuable upon the exercise of the Investor Replacement
        Warrants and the Investor Additional Replacement Warrants with respect
        to which the determination of this proviso is being made, would result
        in beneficial ownership by the Investor and its affiliates of more than
        4.99% of the outstanding shares of Common Stock (after taking into account
        the shares to be issued to the Investor upon such exercise). For purposes
        of the proviso to the immediately preceding sentence, beneficial ownership
        shall be determined in accordance with Section 13(d) of the Securities
        Exchange Act of 1934, as amended (the “1934 Act”), except as
        otherwise provided in clause (1) of such sentence. The Investor, by its
        execution of this Agreement, further agrees that if the Investor transfers
        or assigns any of the Investor Replacement Warrants or Investor Additional
        Replacement Warrants to a party who or which would not be considered such
        an affiliate, such










	 	assignment shall be made subject to the transferee’s
        or assignee’s specific agreement to be bound by the provisions of
        this Section 1.6 as if such transferee or assignee were the original holder
        hereof. 

	 	 
	2. 	RESTRICTED SHARE AGREEMENTS OF THE INVESTOR 
	 	 
	2.1 	The Investor agrees to resell the Investor Warrant
        Shares, the Investor Replacement Warrants, the Investor Replacement Warrant
        Shares, the Investor Additional Replacement Warrants and the Investor
        Additional Replacement Warrant Shares only in accordance with the provisions
        of the 1933 Act and applicable state securities laws. 

	 	 
	2.2 	The Investor acknowledges and agrees that the Investor
        Replacement Warrants, the Investor Replacement Warrant Shares, the Investor
        Additional Replacement Warrants and the Investor Additional Replacement
        Warrant Shares are or will be “restricted securities” under
        the 1933 Act and all certificates representing the Investor Replacement
        Warrants, the Investor Replacement Warrant Shares, the Investor Additional
        Replacement Warrants and the Investor Additional Replacement Warrant Shares
        will be endorsed with the following legend in accordance with Regulation
        D of the Act or such similar legend as deemed advisable by the lawyers
        for the Investor to ensure compliance with the 1933 Act: 

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD
        IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
        ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
        TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS
        OF THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF THE ACT.” 

	 	 
	2.3	 The Investor is an “accredited investor”, as defined in Rule
      501 of Regulation D of the 1933 Act. 
	 	 
	2.4 	The Investor 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 Investor believes
        it has received all the information it considers necessary or appropriate
        for deciding whether to purchase the securities that are the subject of
        this Agreement. The Investor further represents that it has had an opportunity
        to ask questions and receive answers from the Company regarding the terms
        and conditions of the securities that are the subject of this agreement
        and the business, properties, prospects and financial condition of the
        Company. The Investor has had full opportunity to discuss this information
        with the Investor’s legal and financial advisers prior to execution
        of this Agreement. 

	 	 
	2.5 	The Investors 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 securities
        that are the subject of this Agreement. The Investor can bear the economic
        risk of this investment, and was not organized for the purpose of acquiring
        the securities that are the subject of this Agreement. 

	 	 
	2.6 	The securities that are the subject of this Agreement
        will be acquired by the Investor for investment for the Investor'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 Investor has no present
        intention of selling, granting any participation in, or otherwise distributing
        the same. The Investor 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 securities
        that are the subject of this Agreement. 










	3. 	MISCELLANEOUS 
	 	 
	3.1	 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 corporate
        office, at Suite 505, 1111 West Georgia Street, Vancouver, British Columbia,
        Canada V6E 4M3, Attention: Mr. Garry L. Anselmo, President, and to the
        Investor at his address indicated on the last page of this 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. 

	 	 
	3.2 	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 Agreement. 

	 	 
	3.3 	This Agreement supersedes and replaces any other
        agreements, whether oral or in writing, regarding the exercise of the
        Investor Warrants. 

	 	 
	3.4 	This Agreement may be executed in counterpart, each
        of which shall be deemed an original, all of which together shall constitute
        one and the same instrument. 

	 	 
	3.5 	Notwithstanding the place where this Agreement may
        be executed by any of the parties hereto, the parties expressly agree
        that all the terms and provisions hereof shall be construed in accordance
        with and governed by the laws of the Province of British Columbia. 



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

	Number of Units Originally Purchased:	Units
	Signature of Investor or	 
	Authorized Signatory for Investor	 
	(if Investor is not an individual):	 
	 	 
	Name of Authorized Signatory for Investor	 
	(if Investor is not an individual):	 
	 	 
	Name of Investor:	 
	 	 
	Address of Investor:	 
	 	 
	Jurisdiction of Incorporation of Investor: (If Investor is	 
	a Corporation)	 
	 	 
	ACCEPTED BY:	 
	SILVERADO GOLD MINES LTD.	 
	 	 
	Signature Of Authorized Signatory:	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	Position of Authorized Signatory:	 
	 	 
	Date of Acceptance:	 








 EXHIBIT A 

 FORM OF REPLACEMENT WARRANT CERTIFICATE

 

  





 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE
  HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
  OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE UNDERLYING
  SECURITIES ARE RESTRICTED AND MAY NOT BE EXERCISED, OFFERED, RESOLD, PLEDGED
  OR TRANSFERRED EXCEPT AS PERMITTED APPLICABLE FEDERAL (UNITED STATES), STATE
  AND FOREIGN SECURITIES LAWS, PURSUANT TO EITHER AN EFFECTIVE REGISTRATION STATEMENT
  OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

WARRANT CERTIFICATE NO. [@]

SILVERADO GOLD MINES LTD., 

  A BRITISH COLUMBIA COMPANY

  REPLACEMENT COMMON STOCK PURCHASE WARRANT CERTIFICATE

  DECEMBER __, 2003

THIS IS TO CERTIFY THAT, for value received, «name»,
  of «address»«state»«country» (the
  “Holder”), shall have the right to purchase from SILVERADO GOLD
  MINES LTD., a British Columbia company (the “Company”), [NO.
  OF WARRANT SHARES] ([NO. OF WARRANT SHARES]) fully paid and nonassessable
  common shares of the Company (the “Common Shares”) at an exercise
  price equal to $0.20 per share (the "Exercise Price") subject to further
  adjustment as set forth in Section 5 of the Terms and Conditions, at any time,
  subject to Section 6 of the Terms and Conditions, until 5:00 P.M., Eastern time,
  on the 10th day of January, 2005 (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 Company has caused this Warrant
  Certificate to be duly executed and delivered by its duly authorized officer.

	 	 	 	SILVERADO GOLD MINES LTD.
	 	 	 	 	 
	Attest:	 	 	By:	 
	 	John R. MacKay, Secretary 	 	 	Garry L. Anselmo, President








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 Common Share 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 Common Shares
        purchased, the Holder shall be entitled to receive a certificate or certificates
        for the Common Shares so purchased. No fractional shares shall be issued
        in connection with any exercise of this Warrant. In lieu of the issuance
        of any fractional share, the Company shall make a cash payment equal to
        the then fair market value of such fractional share as determined by the
        Company’s Board of Directors.

        NOTWITHSTANDING ANY OTHER PROVISION OF THIS WARRANT CERTIFICATE, THE
        HOLDER SHALL NOT BE ENTITLED TO EXERCISE ANY WARRANTS IF, AFTER GIVING
        EFFECT TO THE EXERCISE, THE HOLDER WILL BE THE LEGAL OR BENEFICIAL OWNER
        OF MORE THAN 4.9% OF THE COMMON SHARES OF THE COMPANY. THE HOLDER WILL
        PROVIDE TO THE COMPANY SUCH INFORMATION AS THE COMPANY MAY REASONABLY
        REQUIRE TO ENSURE COMPLIANCE WITH THIS PROVISION.

      

	2.	Reservation of Shares.
        The Company 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 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 Company 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 Company 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 Company, 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 Company 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 Company or in case of the consolidation,
        merger or amalgamation of the Company 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 Company or of
        the Company 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 Company 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 Company 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.	Limit Price Acceleration
        of Exercise Period. In the event that, at any time following the date
        that the Company shall have filed and obtained effectiveness of a registration
        statement registering the resale of the shares to be acquired by the holder
        on exercise of the warrants, the Company’s common shares shall trade
        at a price in excess of $0.40 per share (the “Limit Price”)
        for a period of 20 consecutive trading days, then the Holder shall have
        15 days in which to elect whether or not to exercise the Warrants (the
        “Accelerated Exercise Period”). In the event the Warrants are
        not exercised within the Accelerated Exercise Period, they will expire
        and the Holder will no longer have any right to exercise the Warrants.
        Nothing in this Warrant Certificate will obligate the Company to file
        any registration statement registering the resale of the shares to be
        acquired by the holder on exercise of the warrants.

	7.	Transfer to Comply with
        the Securities Act. This Warrant and the Warrant Shares have not been
        registered under the Securities Act of 1933, as amended, (the "Act") and
        has been issued to the Holder for investment purposes and not with a view
        to the distribution of either the Warrant or the Warrant Shares. 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 Company 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 Company, setting forth the restrictions on transfer contained
        in this Section. The Holder understands that this Warrant and the stock
        purchasable hereunder constitute “restricted securities” under
        federal securities laws and acknowledges that Rule 144 of the Securities
        and Exchange Commission is not now, and may not in the future be, available
        for resales of this Warrant and/or the stock purchasable hereunder.

        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
        OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
        OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED,
        PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED
        UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION
        REQUIREMENTS.”

	8.	Payment of Taxes.
        The Company 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 Company 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 Company’s satisfaction that no such tax or other
        charge is due.

	9.	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. COMPANY: Silverado
        Gold Mines Ltd., Attention: Garry L. Anselmo, President, Suite 505,
        1111 West Georgia Street, Vancouver, British Columbia, Canada V6E 4M3,
        fax: (604) 682-3519; HOLDER: At the address set forth above.

	10.	
      
        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 such Province applicable to contracts to be made and performed entirely
          within such Province.

      

	SUBSCRIPTION FORM

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

        The undersigned (the “Investor”) hereby exercises the right
        to purchase and hereby subscribes for the number of common shares in the
        capital stock of SILVERADO GOLD MINES LTD. (the “Shares”) referred
        to in the Warrant Certificate surrendered herewith according to the terms
        conditions thereof and herewith makes payment by cash, certified check
        or bank draft of the purchase price in full for the said shares in accordance
        with the Warrant.

        The Investor represents and warrants to the Company that:

	(a)	the Investor has not offered
        or sold the Shares within the meaning of the United States Securities
        Act of 1933 (the “Securities Act”);

	(b)	the Investor is acquiring
        the Shares for its own account for investment, with no present intention
        of dividing my interest with others or of reselling or otherwise disposing
        of all or any portion of the same;

	(c)	the Investor does not intend
        any sale of the Shares either currently or after the passage of a fixed
        or determinable period of time or upon the occurrence or non-occurrence
        of any predetermined event or circumstance;

	(d)	the Investor has no present
        or contemplated agreement, undertaking, arrangement, obligation, indebtedness
        or commitment providing for or which is likely to compel a disposition
        of the Shares;

	(e)	the Investor is not aware
        of any circumstances presently in existence which are likely in the future
        to prompt a disposition of the Shares;

	(f)	the Shares were offered
        to the Investor in direct communication between the Investor and the Company
        and not through any advertisement of any kind;

	(g)	the Investor has the financial means to bear
      the economic risk of the investment which it hereby agrees to make.
	(h)	This subscription form will also confirm the
      Investor’s understanding as follows:
	 	(1)	the Shares have not been registered
        under the Securities Act or applicable state “Blue Sky” laws
        and, therefore, the Shares may not be resold, transferred or hypothecated
        without the registration of the Shares, or an opinion of counsel satisfactory
        to the Company to the effect that such registration is not necessary.

	 	(2)	Only the Company can take action to
        register the Shares under the Securities Act or applicable state securities
        law or to comply with the requirements for an exemption under the Securities
        Act or applicable state securities law, and the Company is under no obligation
        to do so, and does not propose to attempt to do so.

	 	(3)	The certificates representing the 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
        OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
        OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED,
        PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED
        UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION
        REQUIREMENTS.”

	(i)	the Investor is an “accredited
        investor”, as defined in Rule 501 of Regulation D of the Securities
        Act.

        Please deliver a warrant certificate in respect of the common shares referred
        to in the warrant certificate surrendered herewith but not presently subscribed
        for, to the Investor.

        DATED this _____ day of _______________ , _____.





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








 EXHIBIT B 

 FORM OF ADDITIONAL REPLACEMENT WARRANT CERTIFICATE 

 

 





 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE
  HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
  OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE UNDERLYING
  SECURITIES ARE RESTRICTED AND MAY NOT BE EXERCISED, OFFERED, RESOLD, PLEDGED
  OR TRANSFERRED EXCEPT AS PERMITTED APPLICABLE FEDERAL (UNITED STATES), STATE
  AND FOREIGN SECURITIES LAWS, PURSUANT TO EITHER AN EFFECTIVE REGISTRATION STATEMENT
  OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

WARRANT CERTIFICATE NO. [@]

SILVERADO GOLD MINES LTD., 

  A BRITISH COLUMBIA COMPANY

  ADDITIONAL REPLACEMENT COMMON STOCK PURCHASE WARRANT CERTIFICATE

  DECEMBER __, 2003

THIS IS TO CERTIFY THAT, for value received, «name»,
  of «address»«state»«country» (the
  “Holder”), shall have the right to purchase from SILVERADO GOLD
  MINES LTD., a British Columbia company (the “Company”), [NO. OF
  WARRANT SHARES] ([NO. OF WARRANT SHARES]) fully paid and nonassessable
  common shares of the Company (the “Common Shares”) at an exercise
  price equal to $0.20 per share (the "Exercise Price"), subject to
  further adjustment as set forth in Section 5 of the Terms and Conditions, at
  any time, subject to Section 6 of the Terms and Conditions, until 5:00 P.M.,
  Eastern time, on the 10th day of January, 2005 (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 Company has caused this Warrant Certificate to
  be duly executed and delivered by its duly authorized officer.

	 	 	 	SILVERADO GOLD MINES LTD.
	 	 	 	 	 
	Attest:	 	 	By:	 
	 	John R. MacKay, Secretary 	 	 	Garry L. Anselmo, President








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 Common Share 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 Common Shares
        purchased, the Holder shall be entitled to receive a certificate or certificates
        for the Common Shares so purchased. No fractional shares shall be issued
        in connection with any exercise of this Warrant. In lieu of the issuance
        of any fractional share, the Company shall make a cash payment equal to
        the then fair market value of such fractional share as determined by the
        Company’s Board of Directors.

        NOTWITHSTANDING ANY OTHER PROVISION OF THIS WARRANT CERTIFICATE, THE
        HOLDER SHALL NOT BE ENTITLED TO EXERCISE ANY WARRANTS IF, AFTER GIVING
        EFFECT TO THE EXERCISE, THE HOLDER WILL BE THE LEGAL OR BENEFICIAL OWNER
        OF MORE THAN 4.9% OF THE COMMON SHARES OF THE COMPANY. THE HOLDER WILL
        PROVIDE TO THE COMPANY SUCH INFORMATION AS THE COMPANY MAY REASONABLY
        REQUIRE TO ENSURE COMPLIANCE WITH THIS PROVISION.

	2.	Reservation of Shares.
        The Company 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 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 Company 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 Company 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 Company, 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 Company 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 Company or in case of the consolidation,
        merger or amalgamation of the Company 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 Company or of
        the Company 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 Company 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 Company 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.	Limit Price Acceleration
        of Exercise Period. In the event that, at any time following the date
        that the Company shall have filed and obtained effectiveness of a registration
        statement registering the resale of the shares to be acquired by the holder
        on exercise of the warrants, the Company’s common shares shall trade
        at a price in excess of $0.40 per share (the “Limit Price”)
        for a period of 20 consecutive trading days, then the Holder shall have
        15 days in which to elect whether or not to exercise the Warrants (the
        “Accelerated Exercise Period”). In the event the Warrants are
        not exercised within the Accelerated Exercise Period, they will expire
        and the Holder will no longer have any right to exercise the Warrants.
        Nothing in this Warrant Certificate will obligate the Company to file
        any registration statement registering the resale of the shares to be
        acquired by the holder on exercise of the warrants.

	7.	Transfer to Comply with
        the Securities Act. This Warrant and the Warrant Shares have not been
        registered under the Securities Act of 1933, as amended, (the "Act") and
        has been issued to the Holder for investment purposes and not with a view
        to the distribution of either the Warrant or the Warrant Shares. 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 Company 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 Company, setting forth the restrictions on transfer contained
        in this Section. The Holder understands that this Warrant and the stock
        purchasable hereunder constitute “restricted securities” under
        federal securities laws and acknowledges that Rule 144 of the Securities
        and Exchange Commission is not now, and may not in the future be, available
        for resales of this Warrant and/or the stock purchasable hereunder.

        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
        OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
        OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED,
        PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED
        UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION
        REQUIREMENTS.”

	8.	Payment of Taxes.
        The Company 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 Company 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 Company’s satisfaction that no such tax or other
        charge is due.

	9.	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. COMPANY: Silverado
        Gold Mines Ltd., Attention: Garry L. Anselmo, President, Suite 505,
        1111 West Georgia Street, Vancouver, British Columbia, Canada V6E 4M3,
        fax: (604) 682-3519; HOLDER: At the address set forth above.

	10.	
      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 such Province applicable to contracts to be made and
        performed entirely within such Province.

        

      

	SUBSCRIPTION FORM

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

        The undersigned (the “Investor”) hereby exercises the right
        to purchase and hereby subscribes for the number of common shares in the
        capital stock of SILVERADO GOLD MINES LTD. (the “Shares”) referred
        to in the Warrant Certificate surrendered herewith according to the terms
        conditions thereof and herewith makes payment by cash, certified check
        or bank draft of the purchase price in full for the said shares in accordance
        with the Warrant.

        The Investor represents and warrants to the Company that:

	(a)	the Investor has not offered or sold the Shares
      within the meaning of the United States Securities Act of 1933 (the “Securities
      Act”);
	(b)	the Investor is acquiring the Shares for its
      own account for investment, with no present intention of dividing my interest
      with others or of reselling or otherwise disposing of all or any portion
      of the same;
	(c)	the Investor does not intend any sale of the
      Shares either currently or after the passage of a fixed or determinable
      period of time or upon the occurrence or non-occurrence of any predetermined
      event or circumstance;
	(d)	the Investor has no present or contemplated agreement,
      undertaking, arrangement, obligation, indebtedness or commitment providing
      for or which is likely to compel a disposition of the Shares;
	(e)	the Investor is not aware of any circumstances
      presently in existence which are likely in the future to prompt a disposition
      of the Shares;
	(f)	the Shares were offered to the Investor in direct
      communication between the Investor and the Company and not through any advertisement
      of any kind;
	(g)	the Investor has the financial means to bear
      the economic risk of the investment which it hereby agrees to make.
	(h)	This subscription form will also confirm the
      Investor’s understanding as follows:
	 	(1)	the Shares have not been registered
        under the Securities Act or applicable state “Blue Sky” laws
        and, therefore, the Shares may not be resold, transferred or hypothecated
        without the registration of the Shares, or an opinion of counsel satisfactory
        to the Company to the effect that such registration is not necessary.

	 	(2)	Only the Company can take action to
        register the Shares under the Securities Act or applicable state securities
        law or to comply with the requirements for an exemption under the Securities
        Act or applicable state securities law, and the Company is under no obligation
        to do so, and does not propose to attempt to do so.

	 	(3)	The certificates representing the 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
        OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
        OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED,
        PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED
        UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION
        REQUIREMENTS.”

	 	(i)	the Investor is an “accredited
        investor”, as defined in Rule 501 of Regulation D of the Securities
        Act.

        Please deliver a warrant certificate in respect of the common shares referred
        to in the warrant certificate surrendered herewith but not presently subscribed
        for, to the Investor.

        DATED this _____ day of _______________ , _____.





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