Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Exhibit 4.1






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

WARRANT CERTIFICATE NO.
[_______________ ]

SILVERADO GOLD MINES
LTD.,
A BRITISH COLUMBIA COMPANY 
COMMON SHARE
PURCHASE WARRANT CERTIFICATE 
[Date] 

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

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

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

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

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

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

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

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

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

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

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

HOLDER: At the address set forth
above.; CORPORATION: SILVERADO GOLD MINES LTD.,
Attn: Mr. Garry L. Anselmo, President, Suite 505, 1111 W. Georgia St.,
Vancouver, BC, Canada V6E 4M3, Fax: 604-682-3519; with a copy to: RICHARDSON
& PATEL LLP, Attn: Mr. Mark Abdou, 10900 Wilshire Boulevard, Suite 500, Los
Angeles, CA 90024, Fax: (310) 208-1154. 

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



SUBSCRIPTION FORM 

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

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

     The Subscriber represents and
warrants to the Corporation that: 

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

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

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

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

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

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

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

DATED this ______ day of _____________________________
,_______________ . 

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