Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Exhibit 10.15





 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.  

 SUBSCRIPTION AGREEMENT  

 SILVERADO GOLD MINES LTD. 

 SUBSCRIPTION AGREEMENT made as of this 6th
  day of May, 2004 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 "Subscriber").


 WHEREAS:

	A. 	The Company is offering 1,400,000 units (the “Units”)
        at a price of $0.05 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 will
        be comprised of one common share of the Company (each a “Share”);
        one share purchase warrant (each a “Warrant”). Each Warrant
        will entitle the subscriber to purchase one additional common share of
        the Company for a two year period from the closing of this offering at
        an exercise price of $0.075 US per share. 

	 	 
	B. 	The Subscriber is an “accredited investor”,
        as defined in Rule 501 of Regulation D of the 1933 Act. 

	 	 
	C. 	The Subscriber desires to acquire the number of Units
        of the Offering set forth on the signature page hereof on the terms and
        subject to the conditions of this Subscription 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. SUBSCRIPTION FOR UNITS

 1.1 Subject to the terms and conditions hereinafter set forth,
  the Subscriber hereby subscribes for and agrees to purchase from the Company
  such number of Units as is set forth upon the signature page hereof at a price
  equal to $0.05 US per Unit (the “Subscription Price”). Upon
  execution, the subscription by the Subscriber will be irrevocable. 

 1.2 The Subscriber will complete the purchase of the Units
  at closing by delivering to the Company the following:

	 	(A) 	payment of the Subscription Price by wire, bank draft,
        or cashier’s cheque payable to the Company and if other than by wire,
        sent via Fed/ Ex to the Company; and 

	 	 	 
	 	(B) 	the Investor Questionnaire Form, in the form delivered
        by the Company to the Subscriber. 











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

 1.4 The Subscriber hereby authorizes and directs the Company
  to deliver the securities to be issued to such Subscriber pursuant to this Subscription
  Agreement to the Subscriber's address indicated herein. 

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

 1.6 Any acceptance by the Company of this Subscription is
  conditional upon compliance with all federal and state securities laws and other
  applicable laws of the state or foreign jurisdiction in which the Subscriber
  is resident. The 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.  RESTRICTED SHARE AGREEMENTS OF THE SUBSCRIBER
  AND REGISTRATION  

 RIGHTS 

 2.1 The Subscriber agrees to resell the Shares, the Warrants
  and any common shares issuable upon exercise of the Warrants (the “Warrant
  Shares”) only in accordance with the provisions of the 1933 Act and applicable
  state securities laws. 

 2.2 The Subscriber acknowledges and agrees that all certificates
  representing the Shares, the Warrants and the Warrant Shares are or will be
  “restricted securities” under the 1933 Act and 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 Subscriber 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 Company shall grant the Subscriber “piggyback”
  registration rights and shall register the shares, at the Company’s expense,
  in connection with its next registration of securities with the Securities and
  Exchange Commission (the “SEC”). 

 3.  REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER


 3.1 The Subscriber represents and warrants to the Company
  and acknowledges that the Company is relying upon the Subscriber’s representations
  and warranties in agreeing to sell the Units to the Subscriber that: 




 



	/s/ CB

      

      Initials


EACH SUBSCRIBER MUST INITIAL THEIR ACCREDITED INVESTOR STATUS
  WHERE INDICATED BELOW TO CONFIRM THEIR ACCREDITED INVESTOR STATUS:  

 (A) Accredited Investor Status (Initial) 

 The Subscriber is an “Accredited Investor” as defined
  by Rule 501 of Regulation D of the 1933 Act. 

 An “Accredited Investor” , as such term is defined
  in Rule 501 of Regulation D of the 1933 Act, means any of the following: 


 (1) Any natural person whose individual net worth, or joint
  net worth with that person's spouse, at the time of his purchase, exceeds $1,000,000;


 (2) Any natural person who had an individual income in
  excess of $200,000 in each of the two most recent years or joint income with
  that person's spouse in excess of $300,000 in each of those years and has a
  reasonable expectation of reaching the same income level in the current year;
   

 (3) Any director, executive officer of the Company; 


 (4) Any trust with total assets in excess of $5,000,000,
  not formed for the specific purpose of acquiring the securities offered, whose
  purchase is directed by a sophisticated person as described in Rule 503(b)(2)(ii);
   

 (5) Any private business development company as defined
  in Section 202(a)(22) of the Investment Advisers Act of 1940;  

 (6) Any organization described in Section 501(c)(3) of
  the Internal Revenue Code, corporation, Massachusetts or similar business trust,
  or partnership. not formed for the specific purpose of acquiring the securities
  offered, with total assets in excess of $5,000,000;  

 (7) Any bank as defined in Section 3(a)(2) of the Act or
  any savings and loan association or other institution as defined in Section
  3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
   

 (8) Any insurance company as defined in Section 2(13) of
  the Act;  

 (9) Any investment company registered under the Investment
  Company Act of 1940 or a business development company as defined in Section
  2(a)(48) of that Act;  

 (10) Any Small Business Investment Company licensed by
  the U.S. Small Business Administration under Section 301(c) or (d) of the Small
  Business Investment Act of 1958;  

 (11) Any plan established and maintained by a state, its
  political subdivisions, or any agency or instrumentality of a state or its political
  subdivisions, for the benefit of its employees, if such plan has total assets
  in excess of $5,000,000;  







 (12) Any employee benefit plan within the meaning of the
  Employee Retirement Income Security Act of 1974, if the investment decision
  is made by a plan fiduciary, as defined in Section 3(21) of such Act, which
  is either a bank, savings and loan association, insurance company, or registered
  investment adviser, if the employee benefit plan has total assets in excess
  of $5,000,000, or if a self-directed plan, with investment decisions made solely
  by persons that are accredited investors; and  

 (13) Any entity in which all of the equity owners are accredited
  investors.  

 (B) High Degree of Risk 

 The Subscriber recognizes that the purchase of Units 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; 

 (C) Speculative Investment 

 An investment in the Company is highly speculative and only
  investors who can afford the loss of their entire investment should consider
  investing in the Company and the Units; 

 (D) Restricted Securities 

 The Subscriber understands that the Units it is purchasing
  are characterized as "restricted securities" under the federal securities laws
  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 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 Act; 

 (E) Investment Knowledge and Experience of Subscriber 

 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 Units. The Subscriber can bear the economic
  risk of this investment, and was not organized for the purpose of acquiring
  the Units; 

 (F) Company Information 

 The Subscriber believes it has received all the information
  it considers necessary or appropriate for deciding whether to purchase the Units,
  including copies of the Company’s financial statements, including audited
  financial statements, and copies of the Company’s filings with the United
  States Securities and Exchange Commission. The Subscriber further represents
  that it has had an opportunity to ask questions and receive answers from the
  Company and the officers and directors of 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 Subscription Agreement; 








 (G) No SEC Review 

 The Subscriber hereby acknowledges that this offering of Units
  has not been reviewed by the United States Securities and Exchange Commission
  ("SEC") and that the Units are being issued by the Company pursuant to an exemption
  from registration provided by Rule 506 of Regulation D of the 1933 Act; 

 (H) Purchase Entirely for Own Account 

 The Units 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 Units or any
  securities comprising or underlying the Units. 

 (I) No Advertisements 

 The Subscriber is not aware of any advertisement of the Units;


 (J) Authorization 

 The Subscriber has full power and authority to enter into
  this Agreement and this Agreement constitutes a valid and legally binding obligation
  of the Subscriber, enforceable in accordance with its terms except (i) as limited
  by applicable bankruptcy, insolvency, reorganization, moratorium, and other
  laws of general application affecting enforcement of creditors' rights generally,
  and (ii) as limited by laws relating to the availability of specific performance,
  injunctive relief, or other equitable remedies. 

 (M) Laws of Jurisdiction of Subscriber 

 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 Units and/or any use of this Agreement, including
  (i) the legal requirements within his/her jurisdiction for the purchase of the
  Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii)
  any governmental or other consents that may need to be obtained, and (iv) the
  income tax and other tax consequences, if any, that may be relevant to the purchase,
  holding, redemption, sale, or transfer of the Units. 


4. REPRESENTATIONS BY THE COMPANY


 4.1 The Company represents and warrants to the Subscriber that:

	(A) 	The Company is a corporation duly organized, existing and in good standing
      under the laws of the Province of British Columbia and has the corporate
      power to conduct the business which it conducts and proposes to conduct.
    
	 	 
	(B) 	Upon issue, the Shares comprising the Units will be duly and validly issued,
      fully paid and non-assessable common shares of the Company.










 5. CLOSING 

 5.1 Closing of the purchase and sale of the Units shall take
  place on or before May 10, 2004 at the offices of the Company or at such other
  time and place as the parties may mutually agree. 

 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 corporate office,
  at Suite 505, 1111 West Georgia Street, Vancouver, British Columbia, Canada
  V6E 4M3, Attention: Mr. Garry L. Anselmo, President, and to the Subscriber at
  his 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 may be executed in counterpart, each of
  which shall be deemed an original, all of which together shall constitute one
  and the same instrument. 


[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]









 6.3 Notwithstanding the place where this Subscription 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 Subscription Agreement is
  executed as of the day and year first written above. 

	Number of Units Subscribed For:	1,400,000 Units
	 	 
	Signature of Subscriber or	 
	Authorized Signatory for Subscriber	/s/ Christoph Bruning
	(if Subscriber is not an individual):	 
	 	 
	Name of Authorized Signatory for Subscriber	 
	(if Subscriber is not an individual):	 
	 	 
	Name of Subscriber:	Christoph Bruning
	Address of Subscriber:	5 Crooked Stick Dr.
	 	Newport Beach, CA 92660
	Jurisdiction of Incorporation of Subscriber: (If	 
	Subscriber is a Corporation)	 




	ACCEPTED BY:	

	SILVERADO GOLD MINES LTD.	

	 	

	Signature Of Authorized Signatory:	/s/ Garry L. Anselmo

	 	

	Name of Authorized Signatory:	Garry L. Anselmo

	Position of Authorized Signatory:	President

	Date of Acceptance:	May 10, 2004









 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. 


 WARRANT CERTIFICATE NO. 100504-BRU-1  

 SILVERADO GOLD MINES LTD., 

  A BRITISH COLUMBIA COMPANY 

  COMMON SHARE PURCHASE WARRANT CERTIFICATE 

  May 10, 2004 

 THIS IS TO CERTIFY THAT, for value received, Christoph
  Bruning of 5 Crooked Stick Dr., Newport Beach, CA 92660 (the “Holder”),
  shall have the right to purchase from SILVERADO GOLD MINES LTD., a British Columbia
  company (the “Corporation”), 1,400,000 (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 6 of the Terms and Conditions, at any time until 5:00 P.M., Pacific
  time, on May 10, 2006 (the “Expiration Date”) at an exercise
  price (the "Exercise Price") equal to $0.075 US per share during the
  two year 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: /s/ John R. Mackay, Secretary	By:  /s/ Garry L. Anselmo, President
	 	 
	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 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. 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.  

  3. 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”). 

  4. 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. 

  5. 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.
  

  6. 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.

  7. Limit Price Acceleration of Exercise Price. In the event that 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. 

  8. 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.” 

  9. 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.
  

  10. 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. 

  11. 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 “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: 

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

  (b) The Subscriber 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 Subscriber 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 Subscriber 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 Subscriber 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 Subscriber in direct communication between
  the Subscriber and the Company and not through any advertisement of any kind;
  

  (g) The Subscriber 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 Subscriber’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. 

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

	DATED this _______day of ______________, __________.	 
	Number of Shares Subscribed For: _________________________________	Signature of Subscriber: _______________________________
	 	 
	Name of Subscriber (please print): _______________________________	Address of Subscriber: _______________________________