Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Exhibit 10.2






THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

FORM OF REGULATION S SUBSCRIPTION AGREEMENT 

THIS AGREEMENT is made as of this ___________________
  day of ______________________________, 2007. 

BETWEEN: 

_____________________________

(hereinafter called the "Subscriber") 

OF THE FIRST PART 

AND: 

SILVERADO GOLD MINES
LTD., 
a British Columbia company 

(hereinafter called the “Company")


OF THE SECOND PART 

THE PARTIES HEREBY AGREE AS FOLLOWS: 

1.                       
DEFINITIONS 

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

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

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

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

	 	 	 
	 	(d) 	
      “Subscriber” shall mean
      ________________________________________.

	 	 	 
	 	(e) 	
      "Offering" shall mean the offering of the Units by the
      Company.

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

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







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

	 	 	 
	 	(i) 	
      "Shares" means those common shares to be purchased by the
      Subscriber and comprising a portion of the Units;

	 	 	 
	 	(j) 	
      “Unit” means a unit consisting of one Share and one
      “Warrant”.

	 	 	 
	 	(k) 	
      “Warrant” means the subscriber will be entitled to
      purchase one additional common share of the Company at a price of
      $___________ per share during the ____________ year period from the
      closing of this offering;

	 	 	 
	 	(l) 	
      “Warrant Shares” means the common shares issuable upon
      exercise of the Warrants;



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

                           
Schedule A British Columbia Definition of Accredited Investor 

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

2.                      
 PURCHASE AND SALE OF UNITS 

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

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


2.3                     
Upon execution by the Company, the Company agrees to sell such Units to the
Subscriber for the Purchase 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. 

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


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

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




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2.7                     
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. 

3.                      
 REGULATION S AGREEMENTS OF THE SUBSCRIBER 

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

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

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

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

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

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

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

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

	 	 	 	 
	 	(g) 	
      any partnership or corporation if:

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

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



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

3.3                     
The Subscriber acknowledges that the Units, the Shares, the Warrants and 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. 

3.4                     
The Subscriber agrees not to engage in hedging transactions with regard to the
Units, the Shares, the Warrants or the Warrant Shares unless in compliance with
the Securities Act. 

3.5                     
The Subscriber and the Company agree that the Company will refuse to register
any transfer of the Units, the Shares, the Warrants or 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.

3.6                     
The Subscriber agrees to resell the Units, the Shares, the Warrants and 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. 




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

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”. 

4.              
         REPRESENTATIONS AND
WARRANTIES OF THE SUBSCRIBER 

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

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

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

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

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

4.5                     
The 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, 




5

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. 

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

4.7                     
The Subscriber recognizes that the purchase of the 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. 

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

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

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

5.                       
BRITISH COLUMBIA MATTERS 

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

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

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

6.                       
MISCELLANEOUS 

6.1                     
Any notice or other communication given hereunder shall be deemed sufficient if
in writing and sent by registered or certified mail, return receipt requested,
addressed to the Company, at its head office at Suite 1820, 1111 West Georgia
Street, Vancouver British Columbia V6E 4M3, Attention: Mr. Garry Anselmo,
President, and to the Subscriber at his/her address indicated on the last page
of this Subscription Agreement. Notices shall be deemed to have been given on
the date of mailing, except notices of change of address, which shall be deemed
to have been given when received. 

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


6.3                     
This Agreement will be governed by and construed in accordance with the laws of
the Province of British Columbia applicable to contracts made and to be
performed therein. The parties hereby submit to personal jurisdiction in the
Courts of the Province of British Columbia for 




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the enforcement of this Agreement and waive any and all rights
under the laws of any state to object to jurisdiction within the Province of
British Columbia for the purposes of litigation to enforce this Agreement. 

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

	Number of Units Subscribed For: 	 
    
	 	 
	  	  
	Signature of Subscriber: 	 
    
	 	 
	Name of Subscriber: 	 
    
	 	 
	Address of Subscriber: 	 
    
	 	 
	 	 
	  	  
	  	  
	 	 
	ACCEPTED BY: 	  
	 	 
	SILVERADO GOLD MINES LTD. 	  
	 	 
	Signature of Authorized Signatory: 	 
    
	 	 
	Name of Authorized Signatory: 	Garry L. Anselmo 
	 	 
	Position of Authorized Signatory: 	President 
	 	 
	Date of Acceptance: 	, 2007






SCHEDULE A 
BRITISH COLUMBIA DEFINITION OF
“ACCREDITED INVESTOR” 

“Accredited Investor” means: 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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