Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Exhibit 10.1






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. 

FORM OF SUBSCRIPTION AGREEMENT 

SILVERADO GOLD MINES LTD. 

SUBSCRIPTION AGREEMENT made as of this _____ day of ___________
  , 2007 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 ______________ units (the “Units”)
        at a price of $ 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”)
        and one share purchase warrant (each a “Warrant”). Each Warrant
        will entitle the subscriber to purchase one additional common share of
        the Company for a one (1) year period from the effective date of
        the Form S-3 Registration Statement at an exercise price of $______
        US per share. The Warrants will be represented by the form of warrant
        certificate attached hereto as Exhibit A.




	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, subject to adjustment
  in accordance with Section 2.3 of this Agreement, equal to $______ 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







2

	 	(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 will use its best efforts to file with the Securities and Exchange
Commission (the “SEC”) within 30 days of closing, a Form S-3 registration
statement (the “Registration Statement”) to register the resale of the Shares
and the Warrant Shares by the Subscriber. The Company will use its best efforts
to ensure effectiveness of the Registration Statement within 90 days from
closing. 

2.4                      
The Company will pay all required expenses and fees in connection with the
preparation and filing of the Registration Statement. 




3

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: 

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

	


Initials 	(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; 




4

(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; 




5

(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.







6

5.                        
CLOSING 

5.1                      
Closing of the purchase and sale of the Units shall take place on
________________ 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 1820, 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] 




7

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: 	Units 
	 	 
	Signature of Subscriber or 	
	Authorized Signatory for Subscriber 	  
	(if Subscriber is not an individual): 	 
    
	 	 
	Name of Authorized Signatory for Subscriber 	  
	(if Subscriber is not an individual): 	 
    
	 	 
	Name of Subscriber: 	 
    
	 	 
	Address of Subscriber: 	 
    
	 	 
	 	 
	 	 
	Jurisdiction of Incorporation of Subscriber: (If 	  
	Subscriber is a Corporation) 	 
    
	  	  
	ACCEPTED BY: 	  
	SILVERADO GOLD MINES LTD. 	  
	 	 
	Signature Of Authorized Signatory: 	 
    
	 	 
	Name of Authorized Signatory: 	Garry L. Anselmo 
	 	 
	Position of Authorized Signatory: 	President 
	 	 
	Date of Acceptance: 	 
    






8

EXHIBIT A 

FORM OF WARRANT CERTIFICATE 




CERTIFICATE NO. [@] 

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.

SILVERADO GOLD MINES LTD. 
A BRITISH COLUMBIA COMPANY


COMMON STOCK PURCHASE WARRANT CERTIFICATE 

[DATE OF ISSUANCE] 

1.        Issuance


THIS IS TO CERTIFY THAT, for value received, [NAME
  OF HOLDER], of [ADDRESS OF HOLDER] (the “Holder”), shall
  have the right to purchase from Silverado Gold Mines Ltd., a British
  Columbia company (the “Company”), [NUMBER OF WARRANTS] ([@])
  fully paid and nonassessable common shares of the Company (the “Common
  Shares”) at an exercise price equal to $_____ US per share (the "Exercise
  Price"), subject to further adjustment as set forth in Section 6 hereof, at
  any time, subject to Paragraph 7 hereof, until 5:00 P.M., Eastern time, on the
  [EXPIRY DAY] day of [EXPIRY MONTH], [EXPIRY YEAR] (the “Expiration Date”).


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. 





	Silverado Gold Mines Ltd. 	-2- 
	Common Stock Purchase 	  
	Warrant
      Certificate No. «Certno» 	 
    


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, 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. 

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 1820, 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. 

IN WITNESS WHEREOF, the Company has caused this Warrant
to be duly executed and delivered and its seal placed hereon by its duly
authorized officer. 

Silverado Gold Mines Ltd. 
by its authorized
signatory: 

 

________________________
Garry L. Anselmo, President




SUBSCRIPTION FORM 

	TO: 	Silverado Gold Mines
      Ltd. 
	  	A British Columbia company
  


Dear Sirs: 

The undersigned (the “Subscriber”) hereby exercises the right
to purchase and hereby subscribes for 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. 

Please issue a certificate for the shares being purchased as
follows in the name of the Subscriber: 

	NAME: 	 
		(Please Print)
	  	 
	ADDRESS: 	 
	 	 
	 	 


The Subscriber represents and warrants to the Company 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:

	 	 	 	 
	 		(i) 	
      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.

	 	 	 	 
	 		(ii) 	
      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.

	 	 	 	 
	 		(iii) 	
      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.



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 Subscriber. 

DATED this _______ day of _________________________,
___________. 

	Signature of Subscriber: 	 	 
	 	 	 
	Name of Subscriber: 	 	 
	 	 	 
	Address of Subscriber: