10KSB 1 form10ksb.htm ANNUAL REPORT FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2005 Filed by Automated Filing Services Inc. (604)609-0244 - Silverado Gold Mines Ltd. - Form 10-KSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

(Mark One)

[ x ] Annual Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the fiscal year ended NOVEMBER 30, 2005

[           ] Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the transition period from _____ to _____

COMMISSION FILE NUMBER: 0-12132

SILVERADO GOLD MINES LTD.
(Name of small business issuer in its charter)

British Columbia, Canada 98-0045034
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification
  No.)
   
   
Suite 505, 1111 West Georgia Street  
Vancouver, British Columbia, Canada V6E 4M3
(Address of principal executive offices) (Zip Code)
   
   
(604) 689-1535  
Issuer's telephone number  

Securities registered under Section 12(b) of the Exchange Act: NONE.

Securities registered under Section 12(g) of the Exchange Act:

COMMON SHARES, NO PAR VALUE

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [           ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ x ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [           ] No [ x ]

State issuer's revenues for its most recent fiscal year $NIL

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) $68,971,134 as of February 22, 2006.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 438,672,479 common shares, no par value outstanding as of February 22, 2006.

Transitional Small Business Disclosure Format (check one): Yes [           ] No [ x ]


ITEM 1.     DESCRIPTION OF BUSINESS.

FORWARD-LOOKING STATEMENTS

The information in this Annual Report on Form 10-KSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of gold, availability of funds, government regulations, common share prices, operating costs, capital costs, outcomes of test mining activities and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration activities, including test mining activities, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

INTRODUCTION

We are engaged in the acquisition and exploration of mineral properties in the State of Alaska. Our primary focus is the exploration of our Nolan Gold Project, located 175 miles north of Fairbanks, Alaska. Our plan of operations is to carry out exploration activities at the Nolan Gold Project. Our exploration activities include test mining activities that we carry out as part of our exploration programs.

We are also seeking financing to enable us to proceed with the construction of a commercial test facility to establish the viability of the production of low-rank coal-water fuel as a replacement for oil fired boilers and utility generators. There is no assurance that we will be able to obtain any financing for this project.

CORPORATE ORGANIZATION

Silverado Gold Mines Ltd. was incorporated under the laws of British Columbia, Canada in June 1963. We operate in the United States through our wholly owned subsidiary, Silverado Green Fuel Inc. (formerly Silverado Gold Mines Inc.) (“Silverado Green Fuel”), an Alaskan company incorporated in 1981. We filed a transition application and notice of articles with the British Columbia Registrar of Companies on April 20, 2004 in order to replace our former memorandum adopted under the British Columbia Company Act and to alter our current articles to the extent necessary to ensure compliance with the British Columbia Business Corporations Act (the “BC Business Corporations Act”). The BC Business Corporations Act came into force in British Columbia on March 29, 2004 and replaced the former British Columbia Company Act. The transition notice and notice of articles was filed under the BC Business Corporations Act that requires any British Columbia company incorporated under the former British Columbia Company Act to, within two years following the coming into force of the BC Business Corporations Act, transition under the BC Business Corporations Act by filing with the British Columbia Registrar of Companies a transition application and notice of articles.

Our exploration activities are managed and conducted by affiliated companies, Tri-Con Mining Ltd. (“Tri-Con”), Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. pursuant to written operating agreements. Each of Tri-Con, Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. are privately owned corporations controlled by Garry L. Anselmo, who is our president, chief executive officer and chief financial officer and is the chairman of our board of directors. See Certain Relationships and Related Transactions.

- 2 -


MINERAL EXPLORATION BUSINESS

We hold interests in four groups of mineral properties in Alaska, as described below:

1.

our Nolan Gold Project;

   
2.

our Ester Dome Gold properties;

   
3.

our Hammond properties; and

   
4.

our Eagle Creek properties.

We are an exploration stage company. All of our properties are presently in the exploration stage. We do not have any commercially viable reserves on any of our properties. There is no assurance that a commercially viable mineral deposit exists on any of our mineral properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility of mining of any of our properties is determined. There is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on any of our mineral properties.

Our plan of operations for each of our groups of mineral properties is discussed below:

1. The Nolan Gold Project

Our primary area of exploration interest is the Nolan Gold Project. The properties comprising the Nolan Gold Project, our exploration activities at the Nolan Gold Project and our plan of operations for the Nolan Gold Project are discussed in detail under the heading Description of Properties in this annual report.

Our activities at the Nolan Gold Project are exploration stage activities. There is no assurance that a commercially viable mineral deposit exists on the Nolan Gold Project. Further exploration will be required before a final evaluation as to the economic and legal feasibility of mining of the Nolan Gold Project is determined. There is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on the Nolan Gold Project.

2. Ester Dome Property

The properties comprising our Ester Dome gold project are discussed in detail under the heading Description of Properties in this annual report. We are presently not undertaking any exploration activities on the Ester Dome Gold Project. However, we have commissioned a technical report that will include the Ester Dome Gold Project in order to update and consolidate our technical information on the Ester Dome Gold Project. That report was completed in December of 2005.

We plan to convert the Grant mine mill located on the Ester Dome properties into a research and development facility for the low-rank coal-water fuel business, as discussed below. We also plan to continue reclamation work on our Ester Dome holdings during 2006. We plan to use our heavy equipment presently located at the Nolan Gold Project to do this work during August 2006.

3. Hammond Property

The properties comprising our Hammond property are discussed in detail under the heading Description of Properties in this annual report. We are presently not undertaking any exploration activities on the Hammond property. This property is also referred to as the “Slisco Bench” property.

- 3 -


4. Eagle Creek Property

The properties comprising our Eagle Creek property are discussed in detail under the heading Description of Properties in this annual report. We are presently not undertaking any exploration activities on the Eagle Creek property.

LOW-RANK COAL-WATER FUEL BUSINESS

We commenced development of a low-rank coal-water fuel business in 2000. Our determination to enter into this business was based on a decision to broaden our business beyond mineral exploration and production. This aspect of our business is still in the start-up phase of operations and no revenues have been achieved to date. We do not anticipate that revenues from this technology will be achieved until commercialization of the technology has been established.

We entered the fuel sector in 2000 by forming a new “Fuel Technology” division which operates out of Fairbanks, Alaska. This division of the business is operated by our wholly owned subsidiary, Silverado Green Fuel Inc. (formerly Silverado Gold Mines Inc.), under the supervision of Dr. Warrack Willson, Vice-President of Fuel Technology. The fuel product is called low-rank coal-water fuel (LRCWF), which is a low-cost, non-toxic, non-hazardous alternative to oil fuels used in commercial boilers for the production of electricity and industrial heat. As a liquid fuel enjoys all the benefits of liquid handling and storage, LRCWF allows coal to be used sight unseen and is made from America’s most abundant fossil energy resource. This fuel is produced from ground low-rank coal that has been hydrothermally treated. Hydrothermal treatment (HT) is an advanced technology, featuring moderate temperature/pressure, non-evaporative drying, which irreversibly removes much of the inherent moisture from low-rank coal and allows the formulation of commercially viable LRCWFs. HT is similar in many respects to pressure cooking, and it retains all of the desirable combustion characteristics of low-rank coal. When LRCWF is injected into a boiler, the particles ignite and burn rapidly, which leads to little or no boiler derating when substituted for oil. We believe that demand for the LRCWF and its production and utilization technology exists because of the high cost of oil and the desire for economical alternatives to oil that are environmentally friendly.

Our objective is to establish the commercial viability of the low-rank coal-water fuel technology by adapting our Grant Mill located on the Ester Dome property into a commercial-scale demonstration facility for producing and testing LRCWF. The estimated cost of a three-year demonstration project is $20,000,000. In 2002, we applied to the United States Department of Energy (DOE) under the first solicitation of their Clean Coal Power Initiative on July 30, 2002 for a 50:50 cost share funding with objective of achieving the financing necessary to proceed with the demonstration project. Our application was not selected. Based on news from the Department of Energy (DOE), we determined in 2004 not to submit a proposal to the DOE’s second solicitation under the Clean Coal Initiative in September 2004, as the DOE imposed a narrower focus for the second round of solicitations, namely “technology advancements for gasification-based electricity production, advanced mercury control, and sequestration and sequestration-readiness.” We are continuing work to gain alternate funding through the US Government and through private sources for this project. There is no assurance that we will obtaining any funding.

From time to time as conditions or funds warrant, we may re-evaluate our development programs in response to changing economic or environmental conditions. Such a re-evaluation may result in us not pursuing the commercialization of the low-rank coal-water fuel technology or the construction of a demonstration facility.

GOVERNMENT REGULATION

Our Nolan Gold Project is comprised of non-patented federal mining claims located on federal land managed by the U.S. Bureau of Land Management. Our exploration activities on the Nolan Gold Project must be carried out in accordance with a permit issued by the Bureau of Land Management. Current exploration activities, including test mining activities, on the Nolan Gold Project are currently being carried out under a permit approved by the Bureau of Land Management under a 2002 to 2006 plan of

- 4 -


operations submitted by us to the Bureau of Land Management. Permit applications are submitted under a tri-agency application, and are reviewed by agencies of the State of Alaska government, including the Department of Natural Resources, the Department of Environmental Conservation, and Fish and Game. We post a reclamation bond annually in an amount required by the State of Alaska for each acre of proposed disturbance exceeding reclaimed acreage in a permit period. Presently, we have posted the appropriate bonding, and as a matter of company policy, endeavour to reclaim disturbed areas to equal or exceed any new disturbance. Our current reclamation bond is approximately $20,294 , of which $6,412 is refundable.

In addition to the federal permit, we also hold U.S. Environmental Protection Agency water discharge permits for wastewater discharges, which must be monitored and kept in compliance with EPA permit conditions for turbidity, suspended solids, and heavy metals. We submit Discharge Monitoring reports annually to the EPA. Nolan Creek is one of two waterways in the State of Alaska classified as primary industrial usage. Classification of a waterway for industrial usage does not relieve us from the obligations of the Clean Water Act but serve to place industry ahead of other potential uses for the Nolan Creek area.

We maintain a closed-circuit zero-discharge operation at our Nolan operations.

The U.S. Army Corps of Engineers also reviews permit applications for wetland determinations. The Nolan Deep Channel Project is not located in wetlands, although we report annually to the ACOE on activities.

Our exploration activities are regulated by Mine Safety Health Administration (MSHA). MSHA inspectors periodically visit our project to monitor health and safety for the workers, and to inspect equipment and installations for code requirements. All of our workers have completed MSHA safety training and must take refresher courses annually when working on our project. A safety officer for the project is also on site.

Other regulatory requirements monitor the following:

  a.

Explosives and explosives handling.

  b.

Use and occupancy of site structures.

  c.

Hazardous materials and waste disposal.

  d.

State Historic site preservation.

  e.

Archaeological and paleontological finds.

  f.

Transportation and storage of hazardous materials.

COMPETITION

We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

EMPLOYEES

We do not have any employees. Our operating and administrative activities are carried out through our agreement with the Tri-Con Mining Group. This relationship is explained in detail under the section of this annual report entitled Certain Relationships and Related Transactions.

- 5 -


RESEARCH AND DEVELOPMENT EXPENDITURES

We have spent the following amounts on research and development activities during the past two fiscal years:

  December 1, 2003 December 1, 2004
  to November 30, 2004 to November 30, 2005
     
Research and Development    
Expenditures: $79,967 $120,293

Research and development activities were primarily attributable to the pursuit of the development of our Low-Rank Coal-Water Fuel business. During 2004 and 2005, the majority of the research and development costs attributable to the low-rank coal-water fuel technology related to further technical work on the fuel creation temperature and the preparation of a United States grant application.

RISK FACTORS

We face risks in completing our exploration plans and achieving revenues. The following risks are material risks that we face. We also face the risks identified elsewhere in this Annual Report, including those risks identified under Item 1 - Description of Business and Item 6 - Management Discussion and Analysis or Plan of Operation. If any of these risks occur, our business, our ability to achieve revenues, our ability to produce gold, our operating results and our financial condition could be seriously harmed.

If we do not obtain new financings, the amount of funds available to us to pursue exploration activities at the Nolan Gold Project and to pursue further exploration of our mineral properties will be reduced.

We have relied on recent private placement financings in order to fund exploration of the Nolan Gold Project. We will continue to require additional financing to complete our plan of operations for exploration work at the Nolan Gold Project and to carry out our exploration programs on our other mineral properties. While our financing requirements may be reduced if gold recoveries are achieved, any impairment in our ability to raise additional funds through financings would reduce the available funds for the exploration of the Nolan Gold Project, including additional test mining activities, with the result that our plan of operations may be adversely affected and potential recoveries reduced or delayed.

As we have a working capital deficit and we have not reported revenues in our last three fiscal years there is no assurance that we will be able to achieve the financing necessary to enable us to proceed with our exploration activities, including test mining activities.

We had a working capital deficiency of $855,147 as of November 30, 2005. We did not report revenues in our last three fiscal years ended November 30, 2005, 2004 or 2003. Our plan of operations calls for expenditures of a minimum of $759,000 to be incurred by us over the next six months in order to continue our Swede Channel underground test mining activities at the Nolan Gold Project. While we will apply proceeds from gold sales generated from our test mining activities to cover our exploration expenditures, we anticipate that proceeds from gold sales over the next twelve months will not exceed our projected expenditures during this period with the result that we will require substantial financing in order for us to pursue our plan of operations. If we do not achieve the necessary financing, then we will not be able to proceed with our planned exploration activities, including our planned test mining activities, and our financial condition, business prospects and results of operations will be materially adversely affected.

As we have not established that there are any commercially viable mineral deposits on our Nolan property and we have not established commercially viable operations on the Nolan Gold Project, there is no assurance that any amounts we recover from test mining activities on the Nolan Gold Project will exceed the costs of recovering this gold.

Our activities at the Nolan Gold Project are in the exploration stage. While we have undertaken test mining activities at the Nolan Gold Project as part of our exploration programs, we have not yet

- 6 -


established a commercially viable operation on our Nolan Gold Project. Further, we have historically attempted to mine the placer gold deposits at the Nolan Gold Project without obtaining sufficient drilling and sampling information to meet data density standards commonly used by commercial-sized placer mining companies. We may continue with test mining activities at the Nolan Gold Project without establishing that the placer deposits contain commercially viable mineral deposits. As we may proceed with these activities without first establishing that the placer deposits contain commercially viable mineral deposits, there is no assurance that we will recover quantities of gold that will enable us to achieve sales of gold that will exceed our costs of recovering the gold. In this event, our costs of exploration will exceed any amount recovered from test mining activities that we carry out as part of our exploration program on the Nolan Gold Project.

If we are unable to achieve projected gold recoveries from our test mining activities at the Nolan Gold Project, then our financial condition will be adversely affected and we will have less cash with which to pursue our operations.

We plan to undertake test mining activities as part of our exploration program for the Nolan Gold Project. Our objective is to recover gold from test mining activities to off-set the exploration cost of our test mining activities. As we have not established any reserves on this property, there is no assurance that actual recoveries of gold from material mined during test mining activities will equal or exceed our exploration costs. If gold recoveries are less than projected, then our gold sales will be less than anticipated and may not equal or exceed the cost of exploration and recovery in which case our operating results and financial condition will be adversely affected.

If the price of gold declines, our financial condition and ability to obtain future financings will be impaired.

Our business is extremely dependent on the price of gold. Our recoveries from sales of gold for the current fiscal year are dependent on the price of gold in addition to the quantity of gold that we are able to recover. If gold prices decline prior to the recovery and sale of gold from the Nolan Gold Project, then our recoveries from sales of gold and financial condition will be adversely impacted. We have not undertaken any hedging transactions in order to protect us from a decline in the price of gold. A decline in the price of gold may also decrease our ability to obtain future financings to fund our planned exploration programs activities.

The price of gold is affected by numerous factors, all of which are beyond our control. Factors that tend to cause the price of gold to decrease include the following:

(a)

Sales or leasing of gold by governments and central banks;

   
(b)

A low rate of inflation and a strong US dollar;

   
(c)

Speculative trading;

   
(d)

Decreased demand for gold’s industrial, jewellery and investment uses;

   
(e)

High supply of gold from production, disinvestment, scrap and hedging;

   
(f)

Sales by gold producers and foreign transactions and other hedging transactions;

   
(g)

Devaluing local currencies (relative to gold price in US dollars) leading to lower production costs and higher production in certain major gold producing regions.

If costs of gold recovery at our Nolan Gold Project are higher than anticipated, then our financial condition and ability to pursue additional exploration will be adversely affected.

We have proceeded with test mining activities on the Nolan Gold Project on the basis of estimated capital and operating costs. If capital and operating costs are greater than anticipated, then cash used in test

- 7 -


mining activities at the Nolan Gold Project will be greater than anticipated. Increased cash used in test mining activities will cause us to have less funds for other expenses, such as administrative and overhead expenses and exploration of our other mineral properties and further test mining activities on the Nolan Gold Project. In this event, our financial condition will be adversely affected and will have less funds with which to pursue our exploration programs.

If our exploration costs are higher than anticipated, then our financial condition and ability to pursue additional exploration will be adversely affected.

We are currently proceeding with exploration of our mineral properties on the basis of estimated exploration costs. This exploration program includes drilling programs at various locations within the Nolan Gold Project. If our exploration costs are greater than anticipated, then we will have less funds for our exploration activities, including test mining activities, that we plan to carry out at our Nolan Gold Project, and for our general and administrative expenses. In this event, our financial condition will be adversely affected, our losses will increase and we will have less funds with which to pursue our exploration programs. Factors that could cause exploration costs to increase include adverse weather conditions, difficult terrain and shortages of qualified personnel.

Exploration activities, including test mining and operating activities, are inherently hazardous.

Mineral exploration activities, including test mining activities, involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations that we undertake will be subject to all the hazards and risks normally incidental to exploration, test mining and recovery of gold and other metals, any of which could result in work stoppages, damage to property and possible environmental damage. The nature of these risks are such that liabilities might result in us being forced to incur significant costs that could have a material adverse effect on our financial condition and business prospects.

There is no assurance that any of our mineral resources will ever be classified as reserves under the disclosure standards of the Securities and Exchange Commission.

This annual report discusses our mineral resources in accordance with Canadian National Instrument 43-101, as discussed under the section of this annual report entitled “Description of Properties”. Resources are classified as “measured resources”, indicated resources” and “inferred resources” under NI 43-101. However, U.S. investors are cautioned that the United States Securities and Exchange Commission does not recognized these resource classifications. There is no assurance that any of our mineral resources will be converted into reserves under the disclosure standards of the United States Securities and Exchange Commission. Further, “‘inferred resources” have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that part or all of an “inferred resource” exists, or is economically or legally mineable.

If we experience exploration accidents or other adverse events at our Nolan Gold Project, then our financial condition and profitability could be adversely affected.

Our exploration activities, including test mining activities, at the Nolan Gold Project are subject to adverse operating conditions. Exploration accidents or other adverse incidents, such as cave-ins or flooding, could affect our ability to continue test mining activities at the Nolan Gold Project. A particular concern at the Nolan Gold Project is warm temperatures that can reduce the winter season during which we can safely conduct underground test mining activities. The occurrence of any of these events could cause a delay in production of gold or could reduce the amount of gold that we are able to recover, with the result that our ability to achieve recoveries from gold sales and to sustain operations would be adversely impacted. Adverse operating conditions may also cause our operating costs to increase. Exploration accidents or other adverse events could also result in an adverse environmental impact to the land on

- 8 -


which our operations are located with the result that we may become subject to the liabilities for environmental clean up and remediation.

If we become subject to increased environmental laws and regulation, our operating expenses may increase.

Our exploration activities, including test mining activities, are regulated by both US Federal and State of Alaska environmental laws that relate to the protection of air and water quality, hazardous waste management and mine reclamation. These regulations may impose operating costs on us. If the regulatory environment for our operations changes in a manner that increases costs of compliance and reclamation, then our operating expenses would increase with the result that our financial condition and operating results would be adversely affected.

As we have not reported revenues in recent fiscal periods, there is no assurance that we will be able to continue as a going concern.

Our financial statements included with this Annual Report for the year ended November 30, 2005 have been prepared assuming that we will continue as a going concern. Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the year ended November 30, 2005. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected.

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals or that we will be able to establish proven and probable reserves as a result of our exploration.

We plan to continue exploration on our mineral properties. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of gold exist on our properties. Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of commercial exploitable quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.

As we face intense competition in the exploration industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The exploration industry is intensely competitive in all of its phases. Competition includes large established exploration companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other exploration companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration programs may be slowed down or suspended.

Our business venture into the low rank coal water fuel business is subject to a high risk of failure.

Our business venture into the low rank coal water fuel technology business is at a very early stage and is subject to a high risk of failure. The low rank coal water fuel technology has not been proven by us to be a commercially viable fuel alternative. In order to establish commercial viability, we will have to undertake the construction and operation of the contemplated demonstration facility. The construction and three year operation of the demonstration facility would cost approximately $20 million. Even if the demonstration facility were constructed and operational, there is no assurance that the commercial

- 9 -


viability of this process would be established or that we would be able to expand the facility into a commercially viable operation or to generate revenues from this technology. We are pursuing funding from the United States federal and state governments and from private sources to fund the construction of the demonstration facility. There is no assurance that we will succeed in obtaining government or private funding for this project. Even if funding is obtained and the demonstration facility constructed, there is no assurance that we would be able to generate profits or revenues from the operation of the demonstration facility.

- 10 -


ITEM 2.     DESCRIPTION OF PROPERTIES.

Our head office is located at Suite 505, 1111 West Georgia Street, Vancouver, British Columbia, Canada V6E 4M3. These premises are comprised of approximately 4,549 square feet and are leased for a term expiring in February 2007.

Our four groups of mineral properties located in Alaska are described below. This disclosure incorporates the results of a technical report prepared by J.W. Murton and Associates, J.W. Murton P. Eng. in accordance with the requirements of Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Mr. Murton is a “qualified person” under NI 43-101 who is independent of Silverado. This technical report is referred to as the B.C. Technical Report. The Company has filed the B.C. Technical Report with the British Columbia Securities Commission. Investors may view the B.C. Technical Report at the SEDAR web site at www.sedar.com.

The B.C. Technical Report provides disclosure regarding Silverado’s Alaska properties in accordance with NI 43-101. U.S. Investors are cautioned that the United States Securities Commission does not recognize the terms “indicated resources” and “inferred resources”, as more particularly discussed below.

- 11 -


NOLAN GOLD PROJECT

We do not have any commercially viable reserves on any of our properties that comprise the Nolan Gold Project or any of our other properties. We plan to carry out exploration activities on the Nolan Gold Project that are referred to as “test mining activities”. The objective of the test mining activities on the Nolan Gold Project is to expand our knowledge and geological data of the mineralization of the placer deposits on the Nolan Gold Project and to recover gold from test mining activities in order to pay for a portion of the expense associated with exploration of the Nolan Gold Project. As we have not established commercially viable reserves on the Nolan Gold Project, we anticipate that recoveries of gold from test mining activities will not be sufficient to pay for the full cost of exploration. There is no assurance that our test mining activities will result in a final evaluation that a commercially viable mineral deposit exists on any of our mineral properties that comprise the Nolan Gold Project.

1. Location and Access

The properties comprising our Nolan Gold Project are located approximately 8 miles west of Wiseman, and 175 air miles north of Fairbanks, Alaska in the foothills of the Brooks Range, in an area known as the Koyukuk Mining District.

The Nolan Gold Project is accessible by the Elliott and the Dalton Highways, about 280 road miles north of Fairbanks Alaska. An all weather road connects Nolan Creek to the Dalton Highway and is suitable year-round for semi-tractors loaded with fuel and equipment. Air transportation is available by several commercial carriers on two daily flights to Coldfoot, Alaska, about 15 miles south-southeast of Nolan.

A map illustrating the location and access to the Nolan Gold Project is provided below:

- 12 -


2. Ownership Interest

The Nolan properties are comprised of four non-continuous groups of 213 federal unpatented placer claims and one group of 67 federal unpatented lode claims. There has been no legal survey on any of the claims. These groups of properties are described as follows:

(a) Nolan Gold Project

The Nolan Gold Project includes 198 contiguous claims plus a second group of 8 continuous claims lying about ½ mile to the east of the main block. Silverado Green Fuel is the registered owner of all 206 placer claims. The Nolan Gold Project includes the claims referred to as the Nolan placer claims, which include the Nolan Deep Channel, the Smith Creek, the Thomson’s Pup and the Mary’s Bench claims.

- 13 -


The Thomson’s Pup claims consist of 6 unpatented federal placer claims registered in the name of Silverado Green Fuel. Our ownership in these claims is subject to a royalty of 3% of net profits on 80% of production payable to Frank Figlinski and Lyle R. Carlson.

Seven claims of the Smith Creek property are in two small groups, on Marion and Clara Creeks, 11 and 12 miles south-southeast of the Nolan Project. These claims are presently inactive.

(b) Nolan Lode

The Nolan Lode claims are comprised of 67 unpatented federal lode claims. Ownership of these federal lode claims is in the name of Silverado Green Fuel.

3. History of Operations

Placer mining on Nolan Creek and its tributaries was first recorded at about the turn of the last century. During the ensuing years and up to 1942, recoveries of approximately 120,000 oz. of placer gold were reported. This gold is well known for its coarse size and high fineness. The early miners mined Nolan Creek and its left limit tributaries, particularly Fay, Smith and Archibald creeks by surface methods on the upper areas and by underground methods in the lower reaches of the creeks when overburden became too deep. Shafts are found throughout the areas being discussed.

We first began acquiring placer claims on Nolan Creek in 1979. The following table summarizes gold production and gold recoveries by year from the Nolan properties since 1980.

YEAR



STATUS OF
OPERATIONS


NATURE OF
OPERATIONS



LOCATION


BCY
MINED


Tr.Oz.GOLD
RECOVERED


RECOVERED
GRADE
OZ/BCY
(Bank Cubic
Yards)
1980-88

Test Mining
During
Exploration
Surface
Operations
Archibald /
Fay Creek
40,000est 2,400 * 0.060est
1993
Production
Surface
Operations
Thompson
Pup
33,800 1,304 0.038
1994

Production

Underground
Operations
Mary’s
Bench
Underground
16,143 2,697 0.167
1994

Production

Surface
Operations
Eureka
Bench Open
Cut
29,300 5,733 0.196
1995
Production
Surface
Operations
Phase 3
Open Cut
22,285 2,394 0.107
1995
Production
Underground
Operations
3B1
Underground
12,991 1,006 0.077
1995
Production
Surface
Operations
West Block
OpenCut
18,988 1,305 0.069
1995

Production

Surface
Operations
Mary’s
Bench
hydraulic
600 27 0.045
1996

Test Mining
During
Exploration
Surface
Operations
Dolney
Bench
Surface
5,042 126 0.025
1998
Test Mining
During
Surface
Operations
Archibald
Creek
5,947 128 0.022

- 14 -



YEAR



STATUS OF
OPERATIONS


NATURE OF
OPERATIONS



LOCATION


BCY
MINED


Tr.Oz.GOLD
RECOVERED


RECOVERED
GRADE
OZ/BCY
(Bank Cubic
Yards)
  Exploration   Surface      
1999

Test Mining
During
Exploration
Underground
Operations
Swede
Channel
Underground
4,575 623 0.136
1999

Test Mining
During
Exploration
Surface
Operations
Workmans
Bench Open
Cut
5,580 112 0.020
2000

Test Mining
During
Exploration
Surface
Operations
Workmans
Bench Open
Cut
14,919 201 0.013
2003







Test Mining
During
Exploration





Underground
Operations for
Nolan Deep
Channel;
Surface
Operations for
Wooll Bench,
Mary’s Bench
and other
Nolan Deep
Channel,
Wooll,
Mary’s
Bench, Other



30,279 451 0.015
             
             
TOTALS       240,449 18,507 0.077

*Includes 1,320 ounces produced by lessee.

We have not achieved profitability in any of the years during which we have carried out production or test mining activities at the Nolan Gold Project.

Test mining activities were suspended during 2001 but underground exploration started again in 2002 with the driving of the Nolan Deep Channel decline. This work involved driving three decline entries to access the Nolan deep channel and recovery of gravel material during the winter season of 2002 – 2003. We had projected that we would excavate a targeted zone of approximately 168,000 square feet of bedrock in our operations at the Nolan Deep Channel during the 2002/ 2003 winter season. We had projected that this material would contain approximately 21,480 ounces of gold based on our geological exploration of the Nolan Deep Channel. As a result of the water problems associated with unseasonably warm temperatures during the 2002/ 2003 winter, we excavated only 31,000 bedrock square feet of material from the Nolan Deep Channel operations from which we have recovered 308.7 ounces of gold. We subsequently stopped test mining exploration of the Nolan Deep Channel.

We also processed gravel material recovered from surface locations, namely Wooll Bench, Mary’s Bench and upper Nolan Creek, for gold recovery during the summer of 2003.

We did not carry out any gold recovery operations during 2004 and 2005 as we focused on lode exploration on the property, as opposed to test mining activities.

4. Present Condition of the Property and Current State of Exploration

We have spent approximately $27,000,000 over the last 18 years acquiring, exploring and undertaking test mining activities and test exploration on the Nolan Gold Project. To May 8, 2004, we had completed

- 15 -


a total of 682 drill holes and 41,295 feet of drilling. About 219 of those drill holes were completed along the frozen gold bearing deep channel of the Nolan Creek known as the Nolan Deep Channel. We have also completed 9 drill holes and 2020 feet of drilling while testing lode sources of the placer gold on the Solomon Shear Trend.

We received an engineer’s report in the summer of 2002 that outlined a three year plan to recover gold from the Nolan Deep Channel through underground exploration. The Nolan Deep Channel is an underground frozen river bed located approximately 55 to 200 feet beneath the existing Nolan Creek. The Nolan Deep Channel stretches for about 2.5 miles, beginning at the confluence of the existing Fay and Nolan creeks and continues downstream to the confluence of the Nolan Creek and the Wiseman Creek. Our strategy for test mining activities from exploration of the Nolan Deep Channel is to drill and blast frozen gold bearing gravels. Operations on the Nolan Deep Channel mine are underground and are accessed using decline tunnels. The frozen gravel is then transported to the surface using specially designed underground haulers and stockpiled. The blasted frozen gold bearing material is later thawed for gravity concentrating of the gold present in the material.

We upgraded the Nolan Exploration camp in 2002/ 2003 in order that test mining activities could resume. Our upgrading efforts included the purchase and installation of a ten-room housing unit, the construction of an engineering office, the upgrade of laboratory facilities and the installation of communications facilities. These buildings and equipment are in operating condition. Our camp is capable of housing 30 workers at present. In addition, we purchased vehicles, surface and underground exploration equipment including dump trucks and drills.

We also have a gold recovery facility located at the Nolan Gold Project that we use to recover gold from gravel that we recover from test mining activities that we complete as part of our exploration of the Nolan Gold Project. This gold recovery facility was modernized in 2003 by the installation of new gold recovery circuitry. This modernization was undertaken in order that gravel recovered from our test mining activities could be processed for gold recovery. Our gold recovery facility incorporates nugget traps, hydraulic riffles, classification and gravity concentration processes in order to remove gold present in gravel material. The gold recovery facility has a processing rate of 75 cubic yards of gravel material per hour. The gold facility can only be operated in the late spring to early fall months when free-flowing water is available to operate the plant.

We undertook test mining activities in the Nolan Deep Channel during the 2002/ 2003 winter season. Operational problems associated with warm weather during the winter of 2002/ 2003 caused our costs to increase over projected costs and our recovery of gold bearing material to be significantly less than projected, as discussed above under the heading “History of Operations.”

We also undertook test mining activities on the Mary’s Bench and Wooll Bench regions of the Nolan Gold Project during the summer and fall of 2003, as discussed above under the heading “History of Operations.” The test mining activities were surface operations.

Gravel recovered from test mining underground and surface operations during the 2002/2003 winter season and the 2003 summer season were processed in our gold recovery facility at the Nolan Gold Project during the summer of 2003. We did not carry out any gold recovery activities during either the summer of 2004 or 2005.

The Nolan Gold Project does not include any commercially viable reserves and our activities at the Nolan Gold Project, including test mining activities, are exploratory in nature.

Exploration Objectives for the Nolan Gold Project

Our exploration plans are to further define gold deposits in order to provide a basis for the assessment of the feasibility of future additional test mining activities at the Nolan project. We are currently undertaking an extensive geological exploration program on the Nolan Gold Project. The program includes drilling, as well as the review of geological and geophysical data. The overall objectives of our exploration program are as follows:

- 16 -



1.

To identify surface placer deposits at our Nolan Gold Project that are prospective for test mining operations. In general, these deposits are located in benches that are ancient river beds and lakeshore deposits located above the present channel of Nolan Creek. These deposits include Mary’s Bench, Wooll Bench, Workman’s Bench, Swede Channel, Upper Nolan Creek (deep channel) and Lower Nolan Bench. The objectives of our drilling program will include the determination of the nature and extent of areas of known bench deposits that are prospects for test mining operations and the identification of new bench deposits that may be prospects for test mining operations. Mary’s Bench East, the Swede Channel and the Nolan Deep Channel, in that order, are our exploration priorities as they have showed the most positive results from earlier exploration that we have completed. Wooll Bench and Workman’s Bench have been less extensively explored with only limited drilling. The Lower Nolan Bench has not been drilled.

   
2.

To determine whether there is a potential lode deposit of gold located on the Nolan Gold Project which may be the source of the placer gold found on the Nolan Gold Project. A lode deposit of gold occurs when gold is present in its host rock and is differentiated from placer gold which is gold that has been removed from its host rock by the process of erosion. Our drill program will be part of our ongoing geologic and geophysical investigations to determine whether there is a lode source on the Nolan Gold project that is the source of our placer gold deposits.

   
3.

To identify any placer deposits at the Slisco Bench deposit, which is located on our Hammond River property that are prospective for test mining operations. The Slisco Bench deposit is approximately 3 to 4 miles northeast of the Nolan Deep Channel.

We have been working on interpreting the geology of the Nolan area since 1979, when we first acquired the project. Our latest and most extensive exploration program began in early 2003 and was directed at improving our placer deposit definition and discovering potential lode sources of the placer gold. Our senior exploration geologists and mining engineers have worked to move this objective forward. Our exploration efforts have included the analysis of geophysical data, geochemical sampling results, company records and analysis provided by government mineral investigation efforts/ publications as well as the trenching and exploration drilling of target areas.

Exploration Work Completed at the Nolan Property during 2005

An Independent technical report that was commissioned during June of 2004 to evaluate all of Silverado’s mineral properties was completed in December of 2004.

During the first six months of 2005, we completed a thorough in house review of our exploration projects carried out at Nolan over the past 25 years. These programs include lode and placer drilling, various geophysical surveys, geochemical surveys, geologic mapping, and a number of bulk samples in volumes ranging from a few cubic yards to more than 10,000 cubic yards of gold bearing gravels.

Although we had planned for a substantial amount of lode and placer gold exploration drilling to be conducted during 2005, funds were not available to support such a program. By mid-summer of 2005, we had begun to focus on several areas which we felt were sufficiently developed by prior geologic investigations and supported by drilling and sampling data. After considering the relative merits and limiting factors for the areas being evaluated, a decision was made to drive a drift into the area known as the Swede Channel.

The Swede Channel is an incised gulch which was created by inter-glacial cross cutting of placer gold bearing bench deposits along the right limit, the east side, of Nolan Creek. We believe, based on the results of our exploration, that placer gold originally contained in the bench gravels was, as a result of the incising of the bench, re-deposited in the Swede Gulch. We have defined the location of the gulch by drilling. During the winter of 1998-1999, a bulk sample was taken from the Swede Gulch by driving an adit into the hillside for about 400 feet that yielded 623 ounces of gold.

- 17 -


Our crews were onsite at the Nolan Gold Project by mid November 2005 and performed maintenance and repairs to our underground mining equipment. By the end of November 2005 the portal was started into the Swede channel. By the end of December 2005 the heading had advanced 250 feet into the hillside.

Work Planned for Nolan During 2006

We plan to continue test mining activities during 2006 by advancing the Swede Channel adit that we commenced in November 2005 towards a drill hole, which intercepted the channel about 350 feet beyond the current workings. The operation will run for two shifts and will test mine an estimated 25,000 square feet of the channel bottom. The stockpiled gravel will be thawed and sluiced for gold recovery in the early summer of 2006.

Depending on the results of this present tunnel project and an evaluation of the values of gold returned versus costs, we may continue the underground project on the Swede Channel as soon as winter weather permits, usually by late September or October. At this time, there is insufficient information about the extent of the channel and the gold values within the channel, beyond our current level of knowledge, to make a determination as to whether further test mining is warranted. A great amount of information will be acquired during the next six months, and it is that knowledge which will provide the basis for determining whether to extend the Swede project into another season.

We forecast that the cost for our current test mining activities for the Swede Channel project, including sluicing, will be approximately $759,000. Any gold recovered from the sluicing of the material will offset against the cost of the project. We caution investors that our test mining activities are exploration activities and that we have not established that any reserves on the Nolan Gold Project. Accordingly, there is no assurance that the value of the gold that we recover will exceed the costs of recovering the gold.

Swede Channel Winter Project and Estimated Summer Processing Costs
2006
    Winter              
    Excavation     Processing        
Item   Phase     Phase     Total  
Salaries and Wages $  319,000   $  92,000   $  411,000  
Supplies   245,000     46,000     291,000  
Sundries   49,000     8,000     57,000  
Total $  613,000   $  146,000   $  759,000  

- 18 -


We plan to complete the following additional exploration work for the Nolan Gold Project during 2006:

Lode Exploration

Solomons Shear

We plan to dedicate up to $500,000 to continue exploration work on the Solomons Shear structure during 2006. We plan to conduct drilling, either rotary or core, aimed at refining the definition of our best known occurrences of gold mineralization associated with the Solomons Shear. We will step out from our first drill holes as our budget and initial drill results dictate. Even if results of the drilling program are positive, substantial and extensive geological exploration and drilling beyond the scope of the current drilling program will be necessary to establish whether any identified mineralization will support economic development and mining of the deposit. As our exploration work continues and we continue to build our data base, we may entertain the possibility of joint-venture agreements with other potentially interested parties. At this time, no outside parties are being considered to join our lode exploration program. There is no assurance that the results of our planned drilling program will be positive or that any economic lode deposit of gold is associated with this mineralization.

Placer Exploration

Mary’s Bench East

Based on the results of our geological exploration conducted in the first half of 2004, we have determined to proceed with a phase one drilling project on the gravel bench known as the Mary’s Bench East. The Mary’s Bench East gravel bench is located approximately 200 to 300 feet in elevation above the confluence of Nolan Creek and Archibald Creek. The drilling program will include a series of drill holes seeking to expand the limits of the deposit to the south. This exploration phase will be completed over a two month period. The primary objective of this drilling program is to determine whether test mining activities on the Mary’s Bench East gravel bench are warranted, and whether there is continuity within this gold resource and the Swede Channel. Up to $175,000 will be dedicated to this project.

2006 Exploration Budget

Our current annual operational budget for exploration activities, including test mining activities, planned for the Nolan Gold Project for the next twelve months includes the following:

Swede Test Mining and Sluicing $  759,000  
Equipment Lease and Maintenance   500,000  
Geology and Engineering:   360,000  
Drilling Lode and Placer   250,000  
Insurance   140,000  
Fuel   120,000  
Office and Administration   120,000  
Travel, Food and Accommodations   90,000  
Reclamation   76,000  
Warehousing and Expediting   60,000  

- 19 -



Land Claims   50,000  
Freight   10,000  
Safety and Security   4,000  
Total Budget $  2,539,000  

Of our total budget, we anticipate that we will spend approximately $ 759,000 on test mining activities and $1,000,000 on additional lode and placer exploration activities. The balance of $780,000 is for equipment payments, claims maintenance costs, and general and administrative costs associated with the property.

5. Geology

The Nolan Area properties are located in the Brooks Range of northern Alaska. Regionally, the area is underlain by a series of metasedimentary rocks of the Coldfoot subterrain and Hammond subterrain of the Arctic Alaska terrain. The metasedimentary rocks have been assigned a Middle to Upper Devonian age. During Late to Early Cretaceous time, the Middle Devonian metasedimentary rocks of the Coldfoot subterrain were thrust northward onto the Middle to Upper Devonian metasedimentary rocks of the Hammond Subterrane. This is represented by a large thrust belt in the Nolan area and resulted in regional metamorphism of the continental rocks that were overridden.

The property area is underlain by gray – black phyllite, black slate and metasiltstone, gray – black and brown slate, brown micaceous schist and phyllite, gray – black micaceous schist, gray green to black muscovite schist that locally contains abundant pyrite and arsenopyrite, and banded quartzite interbedded with chloritic quartzite and quartz mica schist.

The valley bottoms and side hills are mantled by a heavy cover of glacial outwash and lake bottom sediments. Depth of overburden varies from a very few feet on the upper slopes to 10’s to 100’s of feet in the lower valley bottoms on the claims. Deeper areas of cover are permanently frozen. There have been four periods of glaciation on the Nolan properties and the placer gold distribution has been variously affected by the glaciation.

The placer deposits are of three types:

1.) Shallow placers concentrated in present stream and river valleys;
   
2.)

Placer gold concentrated on bedrock in deeply incised bedrock channels that have been covered by 10 to 100’s of feet of gravel and organic material; and

 
3.)

Placer deposits concentrated on benches lying anywhere from 10 to 400 feet above present stream levels. These bench gravels were deposited when streams were flowing at higher levels relative to present due to damming by glacial ice.

Placer gold is the main type of mineralization of interest on the property, however, we are currently exploring for a lode source for the placer gold. Known gold-bearing lodes identified on the Nolan Lode properties consist of stibnite-bearing quartz veins, and quartz veins containing free gold, which fill fractures cutting phyllite.

Our geologist undertook a geophysical program analysis which identified a linear resistivity low that has been named the "Solomon Shear trend". The resistivity low is coincident with a geochemical anomaly for gold, antimony, arsenic and other indicator minerals. This anomaly trends sub-parallel to Nolan Creek along the east side from south of Smith Creek into the Hammond River drainage. We will continue our 2005 exploration program with the objective of identifying mineralization of commercial significance along this zone.

- 20 -


6. Estimates of Indicated and Inferred Resources

We have not established any commercially viable reserves on any of our properties that comprise the Nolan Gold Project.

In the B.C. Technical Report, Mr. Murton reported the following indicated and inferred resource estimates for the Nolan area properties. These resource estimates have been prepared in accordance with Canadian standards for reporting resources and reserves as set out in NI 43-101 and are summarized below. BCY refers to bank cubic yards in the following tables:

Cautionary Note to U.S. Investors concerning estimates of Indicated Resources

The following table uses the term ‘indicated resources’. Silverado advises U.S. investors that while this term is recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize this term. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

Name
Location
No. of
Drill Holes
Volume
Grade
Category
D Block, #1 Below
Disclover, Nolan
Creek
On claim Discovery &
#1 Below Discovery,
Nolan Creek
15

11,100 BCY

0.35 oz./BCY

Indicated
Resource

TOTAL INDICATED RESOURCE – NOLAN AREA PROPERTIES

  BCY: 11,100
  Grade: 0.35 oz/BCY

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

The following table uses the term ‘inferred resources’. Silverado advises U.S. investors that while this term is recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize it. ‘Inferred resources’ have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

Name
Location
No. of
Drill Holes
Volume
Grade
Category
D Block #2 Below
Discovery, Nolan
Creek
On claim #2 Below
Discovery, Nolan
Creek
11

55,000 BCY

0.04 oz./BCY

Inferred
Resource
3B3 Block
Nolan Creek below D
Block #2
12
14,600 BCY
0.1 oz /BCY
Inferred
Resource

- 21 -



Name
Location
No. of
Drill Holes
Volume
Grade
Category
Wooll Bench
Right limit of
Archibald Creek
4
26,000 BCY
0.02 oz /BCY
Inferred
Resource
Swede Gulch
Left limit of Nolan
Creek
5
16,000 BCY
0.13 oz/BCY
Inferred
Resource
Smith Creek Camp
Right limit of Smith
Creek
5
35,500 BCY
0.03 oz/BCY
Inferred
Resource
Hammond / Slisco
Bench

Right limit of
Hammond River and
right limit of Vermont
Creek
64


42,800 BCY


0.03 oz/BCY


Inferred
Resource


  TOTAL INFERRED RESOURCE – NOLAN AREA PROPERTIES  
     
  BCY: 189,900
  Grade: 0.045 oz/BCY

When estimating the above resources, emphasis was placed on reported assay values for individual drill holes. The drill hole intercept length was combined with the assay value to create a value of oz./BCY (bank cubic yard). The drill hole locations were plotted and an area of influence created around each hole to generate a total BCY figure. The density of drilling and values for contained gold were the criteria used for the final calculations.

We have discovered a number of new areas that contain placer gold mineralization on the Nolan property that are too loosely defined under NI 43-101 to allow the mineralization to be categorized as a resource. Additional exploration drilling and testing may bring these mineralized areas up to a higher level of confidence and thus a higher category which could be included in the total gold inventory of the property. There is no assurance however that this upgrade will take place.

Mr. Murton also concluded that there are indications of lode gold mineralization on the Nolan properties, but exploration is in a very early phase and more work is required before any assessment of this mineralization may be a completed.

HAMMOND PROPERTY (SLISCO BENCH)

1. Location and Access

Our Hammond property is located approximately 8 miles north of Wiseman, and 175 air miles north of Fairbanks, Alaska in the foothills of the Brooks Range in an area known as the Koyukuk Mining District. The Hammond property is located approximately three miles northeast of the Nolan Gold Project.

The Hammond property is accessible by the Trans-Alaska Pipeline road about 280 road miles north of Fairbanks, Alaska. An all-weather 4x4 road connects Hammond to the pipeline road.

A map illustrating the location and access to the Hammond property is provided above under the heading Nolan Gold Project.

2. Ownership Interest

- 22 -


Our Hammond Property consists of 24 federal placer claims and 36 federal lode claims covering one and one-half square miles. We entered into a lease of mining claims with option to purchase with Alaska Mining Company Inc. (“Alminco”) on December 14, 1994. The original term of the Alminco agreement was for five years, subject to our right to extend the lease on a year to year basis. We have exercised our right to extend the term. Under the terms of the agreement, we have the exclusive right to carry out exploration on the Hammond mineral claims. We must pay Alminco a royalty equal to 10% of gross production from the Hammond claims, subject to a minimum royalty of $80,000 per year. We have the option to purchase those lode claims not covered by the placer claims for a price of $5,000,000, payable by the payment of a 2% royalty on all net smelter returns generated from production on these claims.

As of November 30, 2005, we were in arrears of required mineral property claims and option payments of $400,000 and therefore our rights to the property were adversely affected. We are currently re-negotiating the terms and conditions of the Alminco agreement with Alminco. Alminco has confirmed that our mineral claims and options are in good standing on the understanding we will use our best efforts to pay the minimum royalty payments, including the payments that are in arrears for the past four years, when business conditions permit, however there is no assurance that we will be able to successfully renegotiate the terms and conditions of the Alminco agreement.

3. History of Operations

In 1993 we acquired the network of mining claims overlying the Slisco Bench gold-placer deposit. Since that time, we have conducted geological and drilling-oriented investigations on the property, and through those investigations, we have determined that a significant gold-placer deposit exists along the ancient buried high channel of the Hammond River. To date, we have completed 58 exploration drill holes on the Slisco Bench. While Slisco Bench has an indicated length of about 4500 feet, only about 1200 feet of the up-stream part of the bench were probed by our 1995 drilling program. The ancient river channel was located and found to contain placer gold similar to the gold nuggets which we have been targeting on the Nolan Creek claims. The channel is overlain by as much as 200 feet of frozen overburden. Therefore, if sufficient values of gold per cubic yard can be verified, Slisco Bench may be a favourable location for us to develop underground test mining activities.

The Hammond River drainage has been the subject of intense exploration since the early 1900’s. Poor exposures, difficult terrain, and deep overburden confronted the first explorers and early miners in the Hammond River region. Those miners who worked with persistence succeeded for the most part in developing small-scale projects constrained in scope by the inadequacies of their mechanical equipment, and the lack of technical knowledge and financial support. Nevertheless, because of the work done by these early explorers, the Hammond River has produced thousands of ounces of placer gold, including the second largest gold nugget ever discovered in Alaska – a nugget weighing more than 150 ounces.

4. Present Condition of the Property and Current State of Exploration

At present, we are restricting work on the Hammond property to federal claims filings and maintenance. In the future we may design an exploration drill program to test the entire length of the Slisco Bench in order to determine the location of the ancient river channel and to analyze drill samples for their placer gold content. We presently estimate that up to several hundred drill holes would be necessary to fully define the location and gold values of this area. We presently believe that drilling should occur in two phases, the first phase designed to outline the presence of the ancient channel and determine approximate dimensions as well as tenor of the gold bearing gravels. The second phase of drilling will be at closer line intervals with tighter hold spacing, and would serve to provide the technical information required upon which a mining pre-feasibility study would be based.

There is no plant or equipment located on the Hammond property. Currently, there is no power supply to the Hammond propert.

- 23 -


5. Geology

The primary area of geological interest on the Hammond Property is placer gold deposits that are similar to the placer gold deposits present on the adjoining Nolan Gold Project. Geologically, the Slisco Bench gold-placer deposit is a deeply buried, permanently frozen, ancient and now abandoned river channel of the Hammond River. Subsequent to the geologic processes that forced the Hammond River to abandon its channel at Slisco Bench, glacial and peri-glacial processes (processes acting upon permanently frozen terranes) buried the gold-bearing gravel of the Slisco deposit with as much as 230 feet of frozen sedimentary detritus. The deep thickness of frozen overburden identified probably prohibits the economical application of traditional open-pit methodologies. Underground placer gold recovery methods which we have utilized extensively would probably be used to remove the gold-bearing gravel.

Mineral investigations by our geologists in conjunction with a federal study of mineral resources in the area have revealed the presence of west-north-westerly striking gold bearing hydro-thermal quartz veins on the property. Those veins, in conjunction with a north-easterly trending shear zone are thought to have contributed, at least in part, to the placer gold found on the property.

6. Estimates of Indicated and Inferred Resources

We have not established any commercially viable reserves on the Hammond Property.

The conclusions of the BC Technical Report regarding mineral resources on the Hammond Property are summarized above under the heading “Nolan Gold Project – Estimates of Indicated and Inferred Resources.”

- 24 -


ESTER DOME PROJECT

The Ester Dome Project encompasses all of our optioned properties on Ester Dome.

1. Location and Access

Access to the property is provided by the paved Ester Dome road and a well-maintained gravel road. The main line of the Alaska Railroad passes by the west perimeter of the property and a high capacity electrical line carrying power to the Fort Knox mill passes 300 feet below the Grant Mill on the property.

A map illustrating the location and access to the Ester Dome Project is provided below:

 - 25 -


2. Ownership Interest

The Ester Dome property is comprised of 52 state mineral claims and 1 unpatented federal mineral claim. The claims are not all contiguous in that there are 5 separate blocks of claims. Silverado Green Fuel is the registered owner of all claims.

The total area of all claims equals approximately 2.5 square miles and all claims are valid until Sept.1, 2006. There has been no legal survey on the claims.

There are 3 separate agreements covering the above mentioned 53 claims on the Ester Dome property.

a. Grant Mine

The 26 State mineral claims called the Grant Mine claims are covered by an option to purchase agreement with Mr. Roger Burggraf dated October 6, 1978, as amended in October 1997. Our ownership interest is subject to the payment of 15% of net profits until $2,000,000 has been paid, and 3% of net profits thereafter. Our minimum work requirements are $15,000 per year. In December of 1997, for the purpose of facilitating an agreement with Placer Dome U.S. Inc. and in consideration for us making a payment of $20,000, the conditional purchase and sale agreement was amended to reduce the royalty payments to 3% of net profits as defined in the agreement. Subsequent to November 30, 2003 we made delinquent payments in the amount of $20,000. The owner of the claims has confirmed our agreement is in good standing.

b. St. Paul / Barelka

The 22 State mineral claims called the St. Paul / Barelka claims are covered by a purchase agreement with Don May and Paul Barelka dated May 12, 1979. Our ownership interest is subject to the payment of 15% of net profits until $2,000,000 (inflation indexed from 1979) has been paid and 3% of net profits thereafter.

c. Dobbs

The remaining 4 state mineral claims and 1 federal mineral claim called the Dobbs claims are covered by a purchase agreement with Mr. G. Dobbs dated November 6, 1984, as amended on August 4, 1996. Our ownership interest is subject to the payment of 15% of net profits until $1,500,000 has been paid and 3% of net profits thereafter. Our minimum work requirements are $1,500 per year. Access to Dobbs is the same route as St. Paul / Barelka. Our lease on this property is for 10 years, beginning in 1984, with five-year renewals thereafter. Subsequent to November 30, 2003, we paid delinquent payments in the amount of $9,117. The owner of the claims has confirmed our agreement is in good standing.

3. History of Operations

The Ester Dome property first became known as a result of the discovery of placer gold in the creeks draining Ester Dome in about 1902. By 1909, approximately 1.5 million oz. had been mined from alluvial deposits. Ultimately, approximately 3 million ounces of placer gold have been mined from creeks draining Ester Dome.

Shortly after the discovery of placer gold, lode claims were staked on quartz veins discovered on Ester Dome. By 1912, four stamp mills were operating in the area.

a. Grant Mine

Work at the Grant Mine, on the eastern flank of Ester Dome was initiated in about 1928 with the sinking of shafts to bedrock to attempt to locate buried alluvial gold. This work, while it did not locate alluvial gold, did reveal quartz rubble near bedrock containing free gold. Mr. Grant, the claim owner, sunk two shafts through about 80’ of loess (silt) cover and by 1931 had reportedly mined about 600 tons from the newly

- 26 -


discovered Irishman Vein. This work was all completed from the only levels established, the 50’, 100’ and 150’levels.

Mr. Roger Burggraf purchased the claims from Grant’s heirs in 1973 and deepened the shaft to the 200’ level. This work revealed a new vein, the O’Dea vein which has eclipsed the Irishman vein in importance. Burggraf completed limited development on the Irishman vein and the O’Dea vein during the next 5 years, and in 1978 entered into a lease option agreement with Silverado.

Over the subsequent 8 years up to 1986, we completed an extensive surface exploration and underground development program as well as test milling the underground development muck from work on the O’Dea structure, in a small (approximately 50 tons per day) gravity mill, during 1980 – 1982. In 1984, we entered into a joint venture agreement with Aurex Inc., a subsidiary of Marubeni America Corporation to further explore and develop the Grant Mine plus a larger area of interest around the mine. Aurex withdrew from the joint venture at the end of 1985 and the mill was shut down in Jan. 1986.

A total of approximately 22,000 tons were mined from the O’Dea structure during the period 1980 to January 1986, yielding 4,090 ounces of gold.

When Aurex became involved in the joint venture, a decision was made to construct a 230 ton per day gravity / cyanide mill to treat the expanded resource that had been outlined on the O’Dea structure above the 200’ level. This mill and related support facilities was constructed by Tri-con Mining Inc. for Silverado using a design provided by Melis Consulting Engineers Ltd. The completed mill was commissioned in October 1985 and was shut down in January 1986. During the short mill run, the plant operated above design capacity. Lower feed grades than had been forecast plus other underground problems caused Aurex to elect to withdraw from the project and a premature shutdown of the facility.

During the period 1987 – 1989, we decided to open pit mine the Ethel - Elmes structures, located a short distance from the mill facility on the Dobbs claims adjacent to the Grant Mine. This mining operation generated approximately 71,620 tons of gold bearing material. Combined with the previously mined stockpile from the O’Dea vein, (11,000 tons), and material from another source (Silver Dollar), the total tonnage processed amounted to 111,852 tons.

The total tonnage processed through the Grant mill up to 1989 amounts to 111,852 tons with a total of 11,215 oz. of gold produced for an average calculated recovered grade of 0.10 oz/ton. Gold recoveries from the Grant Mine are summarized as follows:

YEAR
DRY TONS
MILLED
RECOVERED
OZ. GOLD
RECOVERED
GRADE
1980 – 1981(1) 4,170 1,424 0.341
1985 –1986 7,069 1,372 0.193
1987 - 1989 100,586 8,419 0.083
       
TOTALS 111,852 11,215 0.10

  (1)

This material was processed through a 20 ton per day pilot plant prior to the construction of the Grant Mill.

We did not make a profit from our operations at the Grant Mine during any of the above periods during which we achieved gold recoveries.

The mill has been properly secured and remains in good condition.

- 27 -


In June of 1990, ACNC (American Copper and Nickel Company ) entered into a joint venture with us on the Grant Mine claims and a larger area of Ester Dome. This included the Dobbs, and St Paul / Barelka properties.

On the Grant Mine property, ACNC completed the drilling of 10 diamond drill holes and fourteen wedge cuts on the O’Dea – Irishman system totalling 10,097’. This work confirmed the previous drilling by Silverado and helped to further define the O’Dea structure.

b. St. Paul / Barelka

The St. Paul / Barelka claims have undergone a significant amount of exploration since the early 1980’s when they were first acquired by us. The early work was in the form of electro-magnetic surveys, geochemical soil sampling, trenching and diamond and percussion drilling. Most recently in 1991 -1992, ACNC completed 9 diamond drill holes and 3 rotary reverse circulation holes. Subsequent work in 1996-1997 amounted to over 10,000’ of trenching and 91 drill holes focusing on the St Paul structure indicated by previous work.

c. Dobbs

The Dobbs property contains the Ethel – Elmes vein system and structure which had been located in the first work and prospecting that took place on Ester Dome in the early 1900’s. Exploration in the 1980’s by us revealed a mineralized shear zone up to 25’ wide containing high grade quartz veins and veinlets. This was the structure mined in 1987 – 1989 which generated approximately 71,620 tons of gold bearing material. Combined with the previously mined stockpile from the O’Dea vein, (11,000 tons), a total of approximately 82,620 tons were milled during 1988 – 1989 producing 7,362 oz. of gold.

4. Present Condition of the Property and Current State of Exploration

(a) Grant Mine-O’Dea Vein:

The Grant Mine operations, including camp, buildings, machine shops and related equipment, were constructed in the late 1980’s. Our mill and equipment are in operating condition but are not currently operating. The mill has remained inactive since February 1989. The plant and equipment cost us $2,076,780. This amount has been written down to $nil on our audited financial statements. Power to the Grant Mine operations is provided by diesel powered generators located on site. Commercial power transmission lines cross through the property, and will provide power to the facilities for any future operations. Auxiliary power to the Grant Mine operations will be provided by diesel powered generators located on site.

During fiscal 2005, our work on the property was limited to assessment work, reclamation and minimal research and development activities for converting the Grant Mine mill into a testing facility for producing low-rank-coal-water fuel. We plan to maintain claim rental payments for the current fiscal year and to continue with reclamation and assessment work.

If gold prices remain strong, we may re-commence exploratory drilling on our Ester Dome properties with the objective of increasing our database of geological information on these properties.

During 2006, our reclamation work will continue. We will utilize our heavy equipment as available from our Nolan Project and anticipate doing most of our work during August and September of 2006.

(b) May (St. Paul) / Barelka:

The St. Paul property is undeveloped and does not contain any open-pit or underground mines. There is no plant or equipment located on the St. Paul property. Currently, there is no power supply to the St. Paul property.

- 28 -


We have no plans at this time to do any work other than as required for annual claims maintenance and when we do there is no guarantee the work will present economic viability for this deposit.

(c) Dobbs:

The Dobbs property is undeveloped and does not contain any open-pit or underground mines. There is no plant or equipment located on the Dobbs property. Currently, there is no power supply to the Dobbs property.

We have no plans at this time to do any work other than as required for annual claims maintenance.

5. Geology

The Fairbanks Mining District is in the northwest part of the Yukon – Tanana metamorphic complex. This region, referred to variably as Yukon Crystalline Terrain, Yukon Cataclastic Complex or Yukon Tanana Terrain is an enormous tract of multiple deformed and metamorphosed rocks occupying much of east central Alaska and adjoining Yukon Territory.

The Fairbanks District is underlain by three metamorphosed stratigraphic packages all in apparent thrust fault contact. From oldest to youngest these are: (1) Chatanika Terrain, a Precambrian eclogite-garnet-amphibolite unit exposed on the northern edge of the district; (2) Fairbanks Schist, a dominant lithology and host to the majority of gold occurrences in the district, comprised of late Proterozoic to early Paleozoic sedimentary and volcanic rocks metamorphosed to greenschist facies; and (3) Chena River Sequence, an early to mid Paleozoic unit metamorphosed to lower amphibolite facies.

Stocks and dikes are common in the Fairbanks District, varying from diorite to granite. In recent years they have been conclusively linked to significant gold mineralizing systems. Mid Cretaceous ages have been determined for two of the stocks. Lamprophyre dikes are locally present in the district.

The Ester Dome property is underlain by late Proterozoic to early Paleozoic sedimentary and volcanic rocks that have been metamorphosed to greenschist facies. Dominant lithologies are quartz-mica schist, graphitic phyllite and micaceous quartzite, with lesser chlorite schist and calcareous schist. The schists are locally intruded by fine grained granitic to dioritic dikes and sills with minor porphyritic phases.

Four main structural patterns that crosscut stratigraphy and folding are present on Ester Dome. The most prominent is northeast trending shearing that is probably related to northeast thrusting in the region. Most of the past and present exploration has taken place along mineralized veins and shears parallel to this trend.

6. Estimates of Indicated and Inferred Resources

We have not established any commercially viable reserves on any of our properties that comprise the Ester Dome Project.

A. GRANT MINE - O’DEA STRUCTURE

The determinations of indicated resources at the Grant Mine - O’Dea Structure in the BC Technical Report are summarized as follows:

Cautionary Note to U.S. Investors concerning estimates of Indicated Resources

The following table uses the term ‘indicated resources’. Silverado advises U.S. investors that while this term is recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize this term. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

- 29 -



INDICATED RESOURCE ESTIMATE    

BLOCK

SQ. FEET

WIDTH FEET

TONS
GRADE
OZ /TON
CORE 305,620 10.9’ 266,500 0.31

B. DOBBS –( ETHEL – ELMES)

The determinations of inferred resources at the Dobbs (Ethel-Elmes) property are summarized in the BC Technical Report as follows:

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

The following table uses the term ‘inferred resources’. Silverado advises U.S. investors that while this term is recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize it. ‘Inferred resources’ have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

INFERRED RESOURCE ESTIMATE    

BLOCK

SQ. FEET

WIDTH FEET

TONS
GRADE
OZ/TON
UNDER ELMES PIT 102,270 11 90,000 0.05
UNDER ETHEL PIT 102,270 11 90,000 0.05
TOTAL     180,000 0.05

C. ST. PAUL

The determinations of inferred resources at the St. Paul property are summarized in the BC Technical Report as follows:

Cautionary Note to U.S. Investors concerning estimates of Indicated Resources

The following table uses the term ‘indicated resources’. Silverado advises U.S. investors that while this term is recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize this term. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

INDICATED RESOURCE ESTIMATE    

BLOCK

SQ. FEET

WIDTH FEET

TONS
GRADE
OZ/TON
DRILLED OFF 62,500 40 200,000 0.08

- 30 -



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources

The following table uses the term ‘inferred resources’. Silverado advises U.S. investors that while this term is recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize it. ‘Inferred resources’ have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

INFERRED RESOURCE ESTIMATE    

BLOCK

SQ. FEET

WIDTH FEET

TONS
GRADE
OZ/TON
BELOW
INDICATED
24,062
40
77,000
0.08

Mr. Murton recommended that, when funds become available, Silverado reassess the voluminous data base available on the properties before planning future work. Mr. Murton concluded that the Ester Dome property does have merit and warrants additional work.

- 31 -


EAGLE CREEK PROPERTY

1. Location and Access

The Eagle Creek property is accessed by the Steese Highway, 10 miles north of Fairbanks, Alaska to Fox, Alaska, then traveling along the Elliot highway 6 miles north to Murphy Dome Road, then west along Murphy Dome Road about 5 miles to the property.

A map illustrating the location and access to the Eagle Creek property is provided below:

 - 32 -


2. Ownership Interest

The Eagle Creek property is comprised of 77 Alaska state mineral claims. All claims are contiguous and are located in the Fairbanks North Star Borough. The total area of the claims equals approximately 3080 acres and all claims are valid until Sept.1, 2006. There has been no legal survey on the claims.

Ownership of the claims is in the name as Silverado Green Fuel. There is an option to purchase agreement with Arley Taylor (now with his descendants ), to purchase a 100% interest in the property for $400,000 of which $68,000 remains to be paid. The amount of $5,000 per year is required to be paid to keep the agreement in good standing. The original option agreement with A. Taylor was acquired through an agreement with S. Tan who assigned the agreement to us in consideration of 15% royalty from production (15% of net operating profits after payback of costs)

As of November 30, 2005, we completed option payments on the Eagle Creek property in the amount of $5,000 and, as a result of this payment all of our mineral claims and options are in good standing.

On August 4, 1989, we assigned the Eagle Creek Property to Can-Ex Resources (U.S.), Inc. (“Can-Ex”) for a 15% net profits interest to a maximum of $5,000,000. Can-Ex changed its corporate name to Kintana Resources Ltd. and was subsequently dissolved. Under the terms of the assignment agreement, the rights to the Eagle Creek property reverted to us as a result of the dissolution. Accordingly, we have taken steps to maintain the Eagle Creek property.

3. History of Operations

Earliest work on the property started approximately in 1913, with the original owner exploring for antimony. A number of companies have explored the property from 1964 to the present.

During the early 1980’s, geochemical surveys located anomalous gold and antimony targets. Drilling conducted on the property during 1991 and 1992 resulted in the outlining definition of gold mineralization hosted in intrusive rocks. Further in-fill drilling is necessary to determine continuity of the gold bearing sequence, and to ascertain grades of gold within the deposit. We will consider doing additional work on the gold-antimony bearing veins upon which the property was founded.

4. Present Condition of the Property and Current State of Exploration

We did not complete any exploration activity on the Eagle Creek property during 2005 other than assessment work and maintenance, and none is planned for 2006. However, extensive exploration drilling has shown gold mineralization throughout the property. Exploration of the Eagle Creek property is currently in the preliminary stages.

The Eagle Creek property is undeveloped and does not contain any open-pit or underground mines. There is no plant or equipment located on the Eagle Creek property. Currently, there is no power supply to the Eagle Creek property, although GVEA power transmission lines run through the property and could supply power in the event a facility is warranted for ore processing in the future. Surface exploration work, including geochemical and geophysical surveys is recommended to be continued as a means of tracing promising mineral bearing rock units. Drilling is recommended to test the subsurface continuity and gold content of the rock units.

5. Geology

The Eagle Creek property is located within the same regional geology as the Ester Dome property.

The Eagle Creek property is 90% underlain by late Proterozoic to early Paleozoic sedimentary and volcanic rocks that have been metamorphosed to greenschist facies. Dominant lithologies are quartz mica schist, micaceous quartzite, graphitic phyllite and chlorite schist, with lesser calc-schist, feldspathic schist, graphitic schist and minor quartz sericite schist.

- 33 -


The remaining 10% of the property is underlain by felsic igneous rocks which intrude the schists in all sectors of the property. Compositions range from biotite quartz monzonite to muscovite granite. Porphyritic phases with quartz and feldspar phenocrysts are ubiquitous. Contact relations observed from mapped distribution of granitic rock fragments in soil and from diamond drill core indicate the intrusives are dikes and sills up to 200’ thick.

6. Estimates of Indicated and Inferred Resources

The BC Technical Report concluded that there are no mineral resources or mineral reserves on the Eagle Creek property.

FEDERAL CLAIM MAINTENANCE FEES AND STATE CLAIM RENTALS

We pay federal claim maintenance fees for each of our federal mineral claims that are owned by us or are held by us under a purchase or lease agreement. An annual fee of $100 per claim is payable by us to the Bureau of Land Management for each claim. We paid aggregate annual federal claim maintenance fees of $41,120 during fiscal 2004, $39,500 during fiscal 2005 and anticipate a similar amount will be due for fiscal 2006.

We pay Alaska state claim rentals for each of our state claims that are owned by us or are held by us under a purchase or lease agreement. An annual fee of $55 or $130 per claim is payable by us to the Alaska Department of Revenue for each claim. We paid aggregate Alaska state claim rental fees of $15,945 during fiscal 2004 and 2005 and anticipate a similar amount will be due for fiscal 2006.

GLOSSARY OF TERMS

The definitions of geological and technical terms used in this Annual Report on Form 10-KSB are provided below:

Amphibolite Facies

An assemblage of minerals formed under medium to high pressure during regional metamorphism

 

 

Arsenopyrite

Mineral composed of iron, arsenic and sulphur.

 

 

Auriferous

Containing gold.

 

 

Bedrock

Rock units which underlie unconsolidated surface overburden or soils.

 

 

Brecciated

Rock composed of angular fragments held together in a matrix.

 

 

Calcareous Schist

A laminated metamorphic rock containing calcium carbonate.

 

 

Chlorite Schist

A laminated metamorphic rock containing prominent chlorite, which is a hydrated silicate of aluminium, iron and magnesium.

 

 

Chloritic Quartzite

A metamorphic rock composed primarily of quartz (silicon dioxide) with minor chlorite (see previous entry).

 

 

Dikes

A tabular intrusive body of rock with a vertical or near vertical orientation.

 

 

Diorite

A body of intrusive rock composed of feldspars, amphibole and a small amount of quartz.

- 34 -



Dioritic Dikes

See dikes. See diorite.

 

Dominant Lithology

In a given area, the rock type occurring at the highest percentage.

 

Drilling

The process of boring a hole in the rock to obtain a sample for determination of metal content. “Diamond Drilling” involves the use of a hollow bit with diamonds on the cutting surface to recover a cylindrical core of rock. “Reverse Circulation Drilling” involves chips of rock being forced back through the center of the drill pipe using air or water.

 

Exploration

The process of using prospecting, geological mapping, geochemical and geophysical surveys, drilling, sampling and other means to detect and perform initial evaluations of mineral deposits.

 

Fairbanks Schist

A grouping of metasedimentary rocks which underlie much of the Fairbanks District.

 

Federal Lode Claims, Federal Placer Claims

Mineral claims up to 20 acres, located on federal land under the U.S. Exploration Law of 1872. See below for definitions of “Lode” and “Placer”.

 

Felsic

A mnemonic adjective derived from (fe) for feldspar. (l) for feldpathoids and (s) for silica and is applied to light-colored rocks containing an abundance of one or all of these constituents.

 

Geochemical Survey

Sample of soil, rock, silt, water or vegetation analyzed to detect the presence of valuable metals or other metals which may accompany them. E.g., Arsenic may indicate the presence of gold.

 

Geophysical Survey

Electrical, magnetic and other means used to detect features, which may be associated with mineral deposits.

 

Gold Deposit

A concentration of gold in rock sufficient to be of economic interest.

 

Granite

An intrusive rock which includes feldspar, mica and quartz.

 

Graphitic Phyllite

Metamorphic rock intermediate between slate and schist, and containing graphite (carbon).

 

Greenschist Facies

An assemblage of minerals formed under low to medium pressure during regional metamorphism.

 

Host Rocks

A term used for a rock unit which, as a result of favorable structural or chemical characteristics, provides an environment for precipitation or deposition of metals or other foreign materials.

 

Lode Source

The lode mineral deposit from which placer minerals have been derived by erosion.

 

Lode

Mineral in place in the host rock, as in “lode gold”.

 

Metamorphic Complex

A grouping of metamorphic rocks which have complicated structural relationships.

- 35 -



Metamorphism

Processes, including pressure, heat and introduction of new chemical substances, by which consolidated rocks are changed from one form to another.

 

Metasedimentary

Partially metamorphosed sedimentary rocks.

 

Metasiltsone

A rock formed from consolidated silt, which has been partially changed to schist.

 

Micaceous Quartzite

A metamorphic rock, mostly quartz with minor mica.

 

Micaceous

Containing mica, usually referring to metamorphic rocks.

 

Mineral Claims

General term used to describe the manner of land acquisition under which the right to explore, develop and extract metals is established.

   
Mineral reserve

Securities and Exchange Commission Industry Guide 7 Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations of the Securities and Exchange Commission defines a ‘reserve’ as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves consist of:

 

(1) Proven (Measured) Reserves. Reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

 

(2) Probable (Indicated) Reserves. Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

- 36 -



Mineral resource

National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators defines a “Mineral Resource” as a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.

 

Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.

 

(1) Inferred Mineral Resource. An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

 

(2) Indicated Mineral Resource. An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

 

(3) Measured Mineral Resource. A ‘Measured Mineral Resource’ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

 

Industry Guide 7 – “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” of the Securities and Exchange Commission does not define or recognize resources. As

- 37 -



used in this Annual Report on Form 10-KSB, “resources” are as defined in National Instrument 43-101.

 

Muscovite

A light coloured mica.

 

 

Phyllite

An argillaceous rock intermediate between slate and schist.

 

 

Placer

Mineral, which has been separated from its host rock by natural processes and is often reconcentrated in streams as “placer deposits” or “placer gold”.

 

 

Porphyritic Phases

Areas of rock in which one or more minerals occur as larger crystals in a relatively finer groundmass.

 

 

Pyrite

A mineral containing iron and sulphur.

 

 

Quartzite

A metamorphic rock composed mostly of quartz (silicon dioxide)

 

 

Quartz-Mica Schist

A laminated metamorphic rock with roughly equal quartz and mica.

 

 

Resistivity Low

In geophysical surveying, an area with higher electromagnetic conductivity than the surrounding area.

 

 

Schist

Flat plate-like metamorphic rock formations, which contain primarily mica.

 

 

Slate

A metamorphosed mudstone.

 

 

State Claims

Mineral claims up to 40 acres, located on State of Alaska lands.

- 38 -



Stibnite A mineral composed of antimony and sulphur.
   
Stocks Small intrusive bodies of rock.
   
Thrust Fault Contact One rock type pushed over top of another at a relatively low angle.

- 39 -


ITEM 3.     LEGAL PROCEEDINGS.

We currently are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of our security holders, through the solicitation of proxies or otherwise, during our fourth quarter ended November 30, 2005.

PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

Our common shares are quoted on the OTC Bulletin Board under the symbol SLGLF, on the Berlin Stock Exchange under the symbol SLGL and on the Frankfurt Stock Exchange under the symbol SLGL. The following table indicates the high and low bid prices of our common shares during the periods indicated:

OTCBB:

QUARTER ENDED HIGH BID LOW BID
     
Feb 29, 2004 $0.15 $0.12
May 31, 2004 $0.13 $0.10
Aug 31, 2004 $0.06 $0.06
Nov 30, 2004 $0.07 $0.06
Feb 28, 2005 $0.09 $0.05
May 31, 2005 $0.07 $0.03
Aug 31, 2005 $0.07 $0.03
Nov 30, 2005 $0.07 $0.04

BERLIN:

QUARTER ENDED HIGH BID LOW BID
     
Feb 29, 2004 $0.12 $0.10
May 31, 2004 $0.09 $0.09
Aug 31, 2004 $0.06 $0.04
Nov 30, 2004 $0.05 $0.05
Feb 28, 2005 $0.07 $0.03
May 31, 2005 $0.05 $0.03
Aug 31, 2005 $0.05 $0.03
Nov 30, 2005 $0.06 $0.03

FRANKFURT:

QUARTER ENDED HIGH BID LOW BID
     
Feb 29, 2004 $0.11 $0.10
May 31, 2004 $0.10 $0.09
Aug 31, 2004 $0.05 $0.05

- 40 -



Nov 30, 2004 $0.05 $0.05
Feb 28, 2005 $0.07 $0.04
May 31, 2005 $0.05 $0.03
Aug 31, 2005 $0.05 $0.03
Nov 30, 2005 $0.06 $0.03

The source of the high and low bid information is the NASD OTC Bulletin Board. The market quotations provided reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

HOLDERS OF COMMON SHARES

As at February 22, 2006, we had 438,672,479 common shares issued and outstanding that were held by approximately 3,803 registered holders.

DIVIDENDS

We have not declared any dividends on our common stock in the two most recent fiscal years.

We are restricted in our ability to pay dividends by limitations under British Columbia law relating to the sufficiency of profits from which dividends may be paid. In addition, Silverado's Articles (the equivalent of the Bylaws of a United States corporation) provide that no dividend shall be paid otherwise than out of funds or assets properly available for the payment of dividends and declaration by the directors as to the amount of such funds or assets available for dividends shall be conclusive.

RECENT SALES OF UNREGISTERED SECURITIES

We have reported sales of securities without registration under the Securities Act of 1933 during our fiscal year ended November 30, 2005 on the following Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K that we have filed with the Securities and Exchange Commission.

Report Date of Filing with SEC
Quarterly Report on Form 10-QSB for the three months ended February 28, 2005 April 19, 2005
Current Report on Form 8-K July 1, 2005
Quarterly Report on Form 10-QSB for the six months ended May 31, 2005 July 15, 2005
Current Report on Form 8-K August 24, 2005
Quarterly Report on Form 10-QSB for the nine months ended August 31, 2005 October 14, 2005
Current Report on Form 8-K November 28, 2005
Current Report on Form 8-K January 19, 2006

We have not completed any sales of securities without registration pursuant to the Securities Act of 1933 during the fiscal year ended November 30, 2005 that were not reported on the Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K described above.

- 41 -


ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN OF OPERATIONS

Our plan of operation for the next twelve months is discussed below:

The Nolan Gold Project

We are continuing our exploration program on the Nolan Gold Project. The objective of this geological exploration program is to further define gold deposits in order to provide a basis for the assessment of the feasibility of future additional exploration activities, including test mining activities, at the Nolan Gold Project. We plan to conduct further exploration of the Nolan Placer and Nolan Lode properties within the Nolan Gold Project. Our planned geological exploration program is described in detail in the section of this Annual Report on Form 10-KSB entitled Description of Properties – Nolan Gold Project.

We plan to spend up to $2,539,000 in the next twelve months in carrying out our exploration activities for the Nolan Gold Project. Of this amount, we anticipate approximately $759,000 will be spent on test mining activities, with the balance of $1,000,000 being spent on other exploration activities, including the drilling program on the Mary’s Bench East deposit, and lode drilling and trenching on the Solomons Shear. The actual amount that we spend on exploration will depend on the actual amount of funds that we have available for exploration. We are presently seeking sufficient financing to enable us to proceed with these plans and will require additional financing within the next three months if we are able to proceed with our exploration plans, including test mining activities, and process gravel for gold recovery during the summer of 2006. Further, while the amount of exploration expenditures may be off-set by any recoveries from sales of gold that we may achieve from test mining activities, we anticipate that these recoveries will not exceed our costs of exploration. Further, there is no assurance at this time that we will achieve any recoveries from sales of gold. See the discussion of our cash resources and working capital under Liquidity and Financial Condition below and in the section entitled Risk Factors.

Our plan of operations at the Nolan Gold Project will be continually evaluated and modified as exploration and gold recovery results become available. Modifications to our plans will be based on many factors, including: results of exploration, assessment of data, weather conditions, exploration costs, the price of gold and available capital. Further, the extent of our exploration programs that we undertake will be dependent upon the amount of financing available to us.

We do not have any commercially viable reserves on any of our properties that comprise the Nolan Gold Project or any of our other properties. We plan to carry out exploration activities on the Nolan Gold Project that are referred to as “test mining activities”. The objective of the test mining activities on the Nolan Gold Project is to expand our knowledge and geological data of the mineralization of the placer deposits on the Nolan Gold Project and to recover gold from test mining activities in order to pay for a portion of the expense associated with exploration of the Nolan Gold Project. As we have not established commercially viable reserves on the Nolan Gold Project, we anticipate that recoveries of gold from test mining activities will not be sufficient to pay for the full cost of exploration. There is no assurance that our test mining activities will result in a final evaluation that a commercially viable mineral deposit exists on any of our mineral properties that comprise the Nolan Gold Project.

Low-Rank Coal-Water Fuel Project

We anticipate spending approximately $300,000 during the current fiscal year on our work to seek funding from the United States federal governments and state governments in connection with establishment of the demonstration facility at the Grant Mill. We will also pursue financing for this project from private sources. There is no assurance that any financing will be obtained from either government of private sources to fund this project.

- 42 -


RESULTS OF OPERATIONS

References in the discussion below to 2005 are to our fiscal year ended November 30, 2005. Similarly, references to 2004 are to our fiscal year ended November 30, 2004. References to 2006 are to our current fiscal year that will end November 30, 2006.

Year ended November 30, 2005 compared to the year ended November 30, 2004.

Revenues

We did not earn revenues during 2005 or 2004 as we did not achieve commercial production of gold from the Nolan Gold Project during this period.

We sold gold nuggets on hand for proceeds of $22,633 during 2005. The gold sold was recovered during previous recovery operations at the Nolan Gold Project. Under our accounting policies, these gold sales were treated as recoveries received incidental to exploration activities on the Nolan Gold Project as we are in the exploration stage. Due to this accounting treatment, gold sales were offset against exploration costs associated with the Nolan Gold Project.

Subject to achieving the necessary financing, we plan to continue test mining activities with gold recovery activities to follow in the summer of 2006. Due to our financial condition, there is no assurance that we will be able to continue further test mining activities during 2006. There is no assurance that we will be able to process any gold bearing gravel material for gold recovery during the 2006 summer season. Any recoveries from gold sales are not anticipated to be realized until the third quarter of 2006, at the earliest. We cannot provide investors with any assurance as to sales of gold during fiscal 2006 due to the uncertainties of our test mining activities and our financial condition. See Risk Factors.

We anticipate that we will not realize revenues during the current fiscal year from the low-rank coal-water fuel component of our plan of operations. We will not be able to realize revenues from this business until we are able to proceed with the construction and operation of a commercial-scale demonstration facility for the low-rank coal-water fuel technology. There is no assurance that we will be able to secure the financing necessary to proceed with construction of this demonstration facility or that the demonstration facility will prove the commercial viability of the process. See Item 1 – Description of Business and Risk Factors.

Operating Costs

We did not incur any operating costs during the years ended November 30, 2005 and November 30, 2004 due to the fact that we did not achieve production from exploration activities during either year.

Expenses

Our expenses decreased to $3,407,186 for 2005 compared to $4,923,572 for 2004, representing a decrease of $1,516,386 or 31%. The decrease in expenses was primarily attributable to decreases in our consulting and exploration expenses during 2005 as we engaged fewer consultants and did not start test mining exploration on the Nolan Gold Project until the fourth quarter of 2005. We anticipate that our expenses will increase in 2006 due to the fact that we have commenced test mining activities on the Swede Channel.

Our decreased activity on our mineral properties in 2005 resulted in a decrease to our exploration expenses to $746,196 for 2005 compared to $1,395,078 for 2004, representing an decrease of $648,882 or 47%. The decrease in exploration expenses was attributable to decreased exploration activities at the Nolan Gold Project during 2005. Our exploration activities in 2005 included extensive review of past exploration projects on our Nolan property and test mining the Nolan Swede Channel. Exploration activities in 2004 included drilling and exploration activities on the Fay and Nolan Creek confluence, Mary’s Bench, and Treasure Chest areas. These expenses have declined for 2005 compared to 2004 as limited exploration activity was initiated until test mining targets were established on the Swede Channel portion of our Nolan Gold Project. Again, we anticipate that exploration expenses will increase in 2006 as a result of test mining activities on the Swede Channel.

- 43 -


Office expenses increased to $499,726 for 2005 compared to $331,621 for 2004, representing an increase of $168,105 or 51%. The overall increase during 2005 is attributable to higher travel and accommodation and insurance costs for the year.

Consulting fees decreased to $362,272 for 2005 compared to $1,150,904 for 2004, representing a decrease of $788,632 or 69%. The decrease is attributable to our having fewer consultants in 2005 and our having less consulting expenses in connection with our efforts to obtain government funding for our planned low-rank coal water fuel technology project.

Management services related to the activities of the Tri-Con Group decreased to $653,010 for 2005 compared to $860,518 for 2004 due to decreased exploration activity.

Research activities attributable to the low-rank coal water fuel technology increased to $120,293 for 2005 compared to $79,967 for 2004, representing an increase in the amount of $40,326 or 50%. Research activities were primarily in connection with the compensation and related expenditures of Dr. Warrack Willson.

Loss

Our loss decreased to $3,394,107 for 2005 compared to $4,836,363 for 2004, representing a decrease of $1,442,256 or 30%. This decrease in our loss was primarily attributable to the decrease in our consulting and exploration expenses, as discussed above. We anticipate that we will continue to incur a loss until such time as we can commence the development stage of our operations and achieve significant revenues from sales of gold recovered from the Nolan Gold Project. There is no assurance that we will commence the development stage of our operations at the Nolan Gold Project or achieve revenues.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Working Capital

We had cash of $408,589 as of November 30, 2005, compared to cash of $12,828 as of November 30, 2004. We had a working capital deficiency of $855,147 as of November 30, 2005, compared to a working capital deficiency of $648,023 as of November 30, 2004.

We will require additional financing during the current fiscal year due to our current working capital deficiency, our plan of operations for the Nolan Gold Project, our planned exploration activities and our plan to continue to pursue financing through U.S. and state government programs and initiatives as well as private sources. We plan to spend approximately $2,539,000 in the next twelve months to carry out exploration and administration activities for the Nolan Gold Project. We anticipate spending approximately $300,000 during the next twelve months on our work to seek funding in connection with establishment of the demonstration facility at the Grant Mill. We presently do not have sufficient financing to enable us to proceed with these plans and will require additional financing within the next three months if we are able to proceed with our exploration plans, including test mining activities, and process gravel for gold recovery during the summer of 2006. Our actual expenditures on these activities will depend on the actual amount of funds that we have available as a result of our financing efforts. There is no assurance that we will be able to raise the necessary financing. See Risk Factors.

Cash Used in Operating Activities

Cash used in operating activities decreased to $2,361,385 for 2005, compared to $3,432,346 for 2004. We funded the cash used in operating activities primarily through equity sales of our common shares.

- 44 -


Investing Activities

We realized cash of $145,888 from investing activities during 2005 compared to cash of $94,859 used in investing activities during 2004. Cash from investing activities during 2005 and 2004 was primarily comprised of cash from disposal of equipment.

Financing Activities

Cash provided by financing activities decreased to $2,611,258 for 2005, compared to $2,953,025 for 2004. All cash provided by financing activities was provided by share and share purchase warrant issuances. Cash provided by financing activities was used to fund our operating and investing activities. Equity financings were completed with private purchasers at prices that were reflective of the market price of our common shares as of the date of the financing.

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. We do not have any arrangements in place for further sales of our equity securities.

Capital Leases

On October 11, 2002, we entered into a lease purchase agreement whereby we would purchase three dump trucks, an underground loader, two surface loaders, and other equipment valued at a total of $1,496,150. The agreement required payment upon signing of $550,000 (paid), $100,000 (paid) on or before December 1, 2003 and 24 equal payments thereafter for the balance of the purchase price plus interest at a rate of 12% per annum.

On February 14, 2003, we entered into a three year lease agreement whereby we would purchase mining equipment valued at $250,170. The agreement required a payment on signing of $105,000 (paid), $25,000 on or before December 4, 2003 and 24 equal payments for the balance of the purchase price plus interest at a rate of 12% per annum.

As at November 30, 2005, the total amount outstanding under two lease purchase agreements was $722,149. We are required to maintain the equipment in good working order and are also required to maintain adequate insurance on the equipment. We are required to complete future lease payments, including interest, of $778,576 during the 2006 fiscal year.

Tri-Con Group

We are in arrears $70,282 to the Tri-Con Group as of November 30, 2005 in connection with planned exploration activities to be carried out on the Nolan Gold Project during fiscal 2006. These activities will be carried out by the Tri-Con Group on behalf of us in accordance with our operating agreements with the Tri-Con Group. See Item 12 – Certain Relationships and Related Transactions.

Convertible Debt

The amount of our convertible debt outstanding was $176,652 as of November 30, 2005 and 2004. Included in this amount is a convertible debenture in the amount of $140,000 which is in default and has accrued interest of $87,227. It is unclear as to whether this amount will ever be converted into common shares.

As of November 30, 2004, we had repaid in full all previously outstanding convertible debentures that we had renegotiated as of March 1, 2001.

Mineral Properties

As of November 30, 2005, we were in arrears of required mineral property claims and option payments of $400,000 in respect of our Hammond Property and therefore the rights to the property were adversely affected. However, we are currently in the process of re-negotiating the terms and conditions of the Agreement with the property owner. The property owner has confirmed that our mineral claims and

- 45 -


options are in good standing on the understanding we will use our best efforts to pay the minimum royalty payments, including the payments that are in arrears for the past four years, when business conditions permit. There is however no assurance that we will be able to re-negotiate this agreement.

Low-Rank Coal-Water Fuel Business

In order to proceed with establishing the commercial viability of our low-rank coal-water fuel business, we are currently seeking financing from the U.S. Government and from private sources to achieve the full $20,000,000 funding for this project. There is no assurance that we will be awarded any grant or private funding or that we will be able to complete any additional sales of our equity securities or arrange for debt or other financing to fund this component of our plan of operations.

Future Financings

We require additional financings in order to fund our plan of operations. We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund planned exploration activities, including test mining.

Restatement

Our consolidated financial statements for the year ended November 30, 2004 have been restated to give effect to the write-off of exploration and development advances previously capitalized. Please refer to Note 17 of our audited financial statements for the year ended November 30, 2005 for a summary of the impact of this restatement on our results of operations for 2004.

Going Concern

Our financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/ or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

We plan to continue raising capital through private placements and warrant issues, although there is no assurance that any additional private placement financings will be achieved. In addition, we are exploring other business opportunities including the development of low-rank coal-water fuel as replacement fuel for oil fired industrial boilers and utility generators.

CRITICAL ACCOUNTING POLICIES

Exploration Stage Company

The Securities and Exchange Commission’s Exchange Act Guide 7 “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” requires that mining companies in the exploration stage should not refer to themselves as development stage companies in their financial statements, even though such companies should comply with Financial Accounting Board Statement No. 7, if applicable. We are an exploration stage company under the SEC’s Guide 7 and accordingly, we have not been referred to as a development stage company in our financial statements. Accumulated results of operations are presented from December 1, 2001, the date we re-entered the exploration stage.

- 46 -


Mineral Claim Payments and Exploration Costs

We expense all costs related to the acquisition, maintenance and exploration of mineral claims in which we have secured exploration rights prior to establishment of proven and probable reserves. To date, we have not established the commercial feasibility of our exploration prospects, therefore, all costs are being expensed.

Asset Retirement Obligation

Effective December 1, 2002, we adopted SFAS 143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset.

SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, we will recognize a gain or loss on settlement.

Stock Based Compensation

Effective November 1, 2002, we adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation. Under the modified prospective method of adoption selected by us under the provisions of FASB Statement No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, compensation cost recognized in 2003 is the same as that which would have been recognized had the recognition provisions of Statement 123 been applied from its original effective date. Results for prior years have not been restated. The value of shares issued to non-employees for services is measured at the date the services are performed.

TABLE OF CONTRACTUAL OBLIGATIONS

Our known contractual obligations as of November 30, 2005, being the end of our last fiscal year, were as follows:

  Payment due by period
Type of Contractual Obligation

Total

Less
than 1
Year
1 - 3
Years
3 - 5
Years
More
than 5
Years
Long-Term Debt Obligations          
Capital (Finance) Lease Obligations   778,576      
Operating Lease Obligations          
Purchase Obligations          
Other Long-Term Liabilities Reflected on the Company's Balance Sheet under the GAAP of the primary financial statements 365,153 174,300
Total   778,576 365,153   174,300

- 47 -


ITEM 7.     FINANCIAL STATEMENTS.

Our audited financial statements for the year ended November 30, 2005, as set forth below, are included with this Annual Report on Form 10-KSB. Our audited financial statements are prepared on the basis of accounting principles generally accepted in the United States and are expressed in U.S. dollars.

  Page
     
  F-1
     
  F-2
     
  F-3
     
  F-4
     
  F-5 to F-6
     
  F-7
     
  F-8 to F-26

- 48 -


SILVERADO GOLD MINES LTD.

(An Exploration Stage Company)

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2005 and 2004

(Stated in United States Dollars)

 

F-i


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of Silverado Gold Mines Ltd.
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheet of Silverado Gold Mines Ltd. and Subsidiary (An Exploration Stage Company) as of November 30, 2005, and the related consolidated statements of operations and other comprehensive income, stockholders’ deficiency, and cash flows for the year ended November 30, 2005. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. Our opinion on the consolidated statements of operations and other comprehensive income, stockholders’ deficiency, and cash flows for the period since recommencement of the exploration stage, December 1, 2001 to November 30, 2005 insofar as it relates to amounts for the prior periods through November 30, 2004 is based on the reports of other auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Silverado Gold Mines Ltd. and Subsidiary (An Exploration Stage Company) as of November 30, 2005, and the results of its operations and its cash flows for the year ended November 30, 2005 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s dependence on outside financing, lack of sufficient working capital, and recurring losses from activities in the exploration stage raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans are described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As described in Note 17 to the consolidated financial statements, the accompanying consolidated financial statements of Silverado Gold Mines Ltd. and Subsidiary as of November 30, 2004 and for the year then ended have been restated to reflect the proper accounting for exploration and development advances previously capitalized. We also audited the adjustments described in Note 17 that were applied to restate the November 30, 2004 consolidated financial statements. In our opinion, such adjustments are appropriate and have been properly applied.

/s/ Berkovits, Lago & Company, LLP
Fort Lauderdale, Florida
February 20, 2006

F-1



A PARTNERSHIP of INCORPORATED PROFESSIONALS AMISANO HANSON
  CHARTERED ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Silverado Gold Mines Ltd.
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheet of Silverado Gold Mines Ltd. (An Exploration Stage Company) and its subsidiary as of November 30, 2004 and the related consolidated statements of operations, cash flows and stockholders' equity (deficiency) for the year ended November 30, 2004 and the period since recommencement of the exploration stage December 1, 2001 to November 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated financial statements as of November 30, 2003 and for the year ended November 30, 2003 were audited by other auditors whose report dated January 31, 2004, except as to Note 17, which is as of February 3, 2005, expressed an unqualified opinion on those statements. Our opinion on the statements of operations, cash flows and stockholders’ equity (deficiency) for the period since recommencement of the exploration stage December 1, 2001 to November 30, 2004 insofar as it relates to amounts for the prior periods through November 30, 2003 is based on the report of other auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of Silverado Gold Mines Ltd. (An Exploration Stage Company) and its subsidiary as of November 30, 2004 and the results of their operations and their cash flows for the year ended November 30, 2004 and the period since recommencement of the exploration stage December 1, 2001 to November 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficiency, has not yet achieved profitable operations and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada “AMISANO HANSON”
February 21, 2005 Chartered Accountants

750 WEST PENDER STREET, SUITE 604 TELEPHONE:    604-689-0188
VANCOUVER CANADA FACSIMILE:       604-689-9773
V6C 2T7 E-MAIL:             amishan@telus.net

F-2


SILVERADO GOLD MINES LTD. 
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
November 30, 2005 and 2004
(Stated in United States Dollars)

  2005     2004  
          (Restated)  
             
ASSETS  
             
Current            
     Cash and cash equivalents $  408,589   $  12,828  
     Gold inventory   27,916     48,819  
     Amounts receivable   6,594     8,162  
     Prepaid expense   -     122,000  
             
    443,099     191,809  
Property, plant and equipment   1,285,553     1,640,791  
             
  $  1,728,652   $  1,832,600  
             
LIABILITIES  
Current            
     Accounts payable and accrued liabilities $  393,058   $  365,297  
     Mineral claims royalty payable   400,000     320,000  
     Payable to related party   70,282     -  
     Convertible debentures, current portion   176,652     176,652  
     Capital lease obligation, current portion   258,254     510,014  
             
    1,298,246     1,371,963  
Asset retirement obligation   539,453     489,300  
Capital lease obligations   463,895     407,468  
             
    2,301,594     2,268,731  
             
SHAREHOLDERS’ EQUITY (DEFICIT)  
Capital stock            
Authorized: unlimited common shares with no par value            
Issued and outstanding:            
       355,054,275 common shares (2004: 224,449,587)   71,526,738     68,253,942  
Additional paid-in capital   466,314     466,314  
Shares to be issued   54,500     70,000  
Accumulated deficit during exploration   (72,620,494 )   (69,226,387 )
             
    (572,942 )   (436,131 )
             
  $  1,728,652   $  1,832,600  

APPROVED BY THE DIRECTORS:

/s/ Garry L. Anselmo Director   /s/James F. Dixon Director
Garry L. Anselmo   James F. Dixon  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATMENTS

F-3


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS & OTHER COMPREHENSIVE INCOME
for the years ended November 30, 2005 and 2004
(Stated in United States Dollars)

                Period Since  
                Recommencement Of  
                Exploration Stage  
    Year ended November 30     December 1, 2001  
    2005     2004     To November 30, 2005  
          (Restated)     (Restated)  
General and Administrative Expenses                  
     Accounting and audit $  72,294   $  43,725   $  174,014  
     Advertising and promotion   215,247     270,822     1,477,517  
     Consulting fees   362,272     1,150,904     4,383,230  
     Depreciation, accretion and impairment   259,087     275,432     1,743,660  
     Exploration expenses   746,196     1,395,078     8,627,360  
     Financing activities   252,003     -     252,003  
     Interest on convertible debentures   13,033     15,074     673,407  
     Interest on capital lease obligations   56,427     56,905     257,589  
     Legal   64,914     92,834     271,488  
     Management services   653,010     860,518     1,922,519  
     Office   499,726     331,621     1,786,944  
     Other interest and bank charges   7,306     6,911     27,637  
     Reporting and investor relations   62,253     33,559     114,639  
     Research   120,293     79,967     605,679  
     Transfer agent fees and mailing   23,125     24,347     91,349  
     Write-off of mineral claim expenditures   -     -     1,159,529  
     Write-down of property, plant and equipment   -     285,875     285,875  
                   
Total General and Administrative Expenses   (3,407,186 )   (4,923,572 )   (23,854,439 )
                   
Interest and other income   2,296     3,171     92,790  
                   
Cumulative effect of accounting change   -     -     (153,226 )
                   
Other comprehensive income                  
                   
         Gain on foreign exchange   10,783     84,038     143,073  
                   
Loss and comprehensive loss for the period $  (3,394,107 ) $  (4,836,363 ) $  (23,771,802 )
                   
Net loss per share $  (0.01 ) $  (0.03 )      
                   
Basic and diluted weighted average number of                  
    common shares outstanding   280,724,907     187,220,337        

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATMENTS

F-4


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the years ended November 30, 2002 to 2005
(Stated in United States Dollars)

                                Deficit        
                                Accumulated        
                    Additional           During the        
  Common Stock     Share     Paid-in     Deferred     Exploration        
  Shares     Amount     Subscriptions     Capital     Compensation     Stage     Total  
                                         
Balance, November 30, 2001 42,423,988   $ 47,056,285   $ -   $ -   $ -   $ (48,904,944 ) $ (1,848,659 )
Shares issued:                                        
   For options exercised 6,900,000     925,000     -     -     -     -     925,000  
   For warrants exercised 16,250,000     1,970,000     -     -     -     -     1,970,000  
   For consulting fees 20,775,000     1,232,551     -     -     -     -     1,232,551  
   For private placements 2,511,668     2,922,000     -     -     -     -     2,922,000  
   In lieu of payment for debentures 6,944,308     1,465,927     -     -     -     -     1,465,927  
   Subscriptions received -     -     268,613     -     -     -     268,613  
   Stock option granted -     -     -     292,320     (164,213 )   -     128,107  
Net loss for the year -     -     -     -     -     (6,965,911 )   (6,965,911 )
                                         
Balance, November 30, 2002 98,086,631     55,571,763     268,613     292,320     (164,213 )   (55,870,855 )   97,628  
Shares issued:                                        
   For private placements (net) 24,651,340     5,344,245     -     -     -     -     5,344,245  
   For options exercised 200,000     70,000     -     -     -     -     70,000  
   For warrants exercised 15,278,171     1,344,575     -     -     -     -     1,344,575  
   For consulting fees 2,511,668     554,085     (268,613 )   -     -     -     285,472  
   In lieu of payment for debentures 5,299,542     1,181,467     -     -     -     -     1,181,467  
   Subscriptions received -     -     115,000     -     -     -     115,000  
   Amortization of stock-based compensation -     -     -     -     129,397     -     129,397  
   Stock option granted -     -     -     171,994     (42,896 )   -     129,098  
Net loss for the year -     -     -     -     -     (8,519,169 )   (8,519,169 )
Balance, November 30, 2003 146,027,352     64,066,135     115,000     464,314     (77,712 )   (64,390,024 )   177,713  
                                         
Shares issued:                                        
   For private placements 55,114,441     2,564,899     (115,000 )   -     -     -     2,449,899  
   For warrants exercised 14,876,597     845,745     -     -     -     -     845,745  
   For consulting fees 6,416,667     577,140     -           -     -     577,140  
   In lieu of payment for debentures 2,014,530     200,023     -     -     -     -     200,023  
   Subscriptions received -     -     70,000     -     -     -     70,000  
   Amortization of stock-based compensation       -     -     -     77,712     -     77,712  
   Stock-based compensation -     -     -     2,000     -     -     2,000  
Net loss for the year -     -     -     -     -     (4,304,232 )   (4,304,232 )
Balance, November 30, 2004 (Restated) 224,449,587     68,253,942     70,000     466,314     -     (69,226,387 )   (436,131 )

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATMENTS

F-5


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the years ended November 30, 2002 to 2005
(Stated in United States Dollars)

                                Deficit        
                                Accumulated        
                    Additional           During the        
  Common Stock     Share     Paid-in     Deferred     Exploration        
  Shares     Amount     Subscriptions     Capital     Compensation     Stage     Total  
                                         
Shares issued:                                        
   For private placements 120,219,687     2,735,893     (70,000 )   -     -     -     2,665,893  
   For consulting fees 6,285,000     284,900           -     -     -     284,900  
   Subscriptions received -     -     54,500     -     -     -     54,500  
   Stock-based compensation 4,100,001     252,003           -     -     -     252,003  
Net loss for the year -     -     -     -     -     (3,394,107 )   (3,394,107 )
Balance, November 30, 2005 355,054,275   $  71,526,738   $  54,500   $ 466,314   $  -   $  (72,620,494 ) $  (572,942 )

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATMENTS

F-6


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended November 30, 2005 and 2004
(Stated in United States Dollars)

                Period Since  
                Recommencement  
                Of Exploration Stage  
    Years Ended November 30     December 1, 2001  
    2005     2004     to November 30, 2005  
          (Restated)     (Restated)  
Cash Flows used in Operating Activities                  
       Net loss for the period $  (3,394,107 ) $  (4,836,363 ) $  (23,771,802 )
       Adjustments to reconcile loss to net cash provided                  
       by (used in) operating activities:                  
           Cumulative effect of accounting change   -     -     153,226  
           Depreciation, accretion and impairment   259,087     275,432     1,743,660  
           Stock based compensation   -     79,712     2,252,950  
           Stock issued for debenture   -     -     217,687  
           Non-cash consulting expense   284,900     577,140     862,040  
           Non-cash financing expense   252,003     -     252,003  
           Interest accrued   -     5,881     486,370  
           Write-off of mineral claim expenditures   -     -     1,159,529  
           Write-down of property, plant and equipment   -     285,875     285,875  
       Changes in non-cash operating working capital:                  
           Amounts receivable   1,568     14,931     (3,719 )
           Gold inventory   20,903     51,700     (16,776 )
           Prepaid expense   122,000     (122,000 )   -  
           Exploration and development advances   -     118,889     -  
           Share subscriptions issued   (15,500 )   70,000     169,500  
           Accounts payable and accrued liabilities   27,761     (33,543 )   (203,335 )
           Increase in mineral claims royalty payable   80,000     80,000     83,500  
                   
Net cash used in Operating Activities   (2,361,385 )   (3,432,346 )   (16,329,292 )
                   
Cash Flows used in Investing Activities                  
       Purchase of property, plant and equipment   (7,312 )   (8,193 )   (1,334,705 )
       Disposal of property, plant and equipment   49,200     103,052     152,252  
                   
Net cash provided (used) from Investing Activities   41,888     94,859     (1,182,453 )
                   
Cash Flows from Financing Activities                  
       Common stock issued for cash (net of share issue cost)   2,736,309     3,295,644     18,607,773  
       Repayment of convertible debentures   -     (16,651 )   (38,347 )
       Repayment of loans payable   -     (7,873 )   (35,729 )
       Repayment of capital lease obligations   (91,333 )   (318,095 )   (409,458 )
       Due to related party   70,282     -     (221,028 )
                   
Net cash provided from Financing Activities   2,715,258     2,953,025     17,903,211  
                   
Increase (decrease) in cash and cash equivalents   395,761     (384,462 )   391,496  
                   
Cash and cash equivalents, beginning of period   12,828     397,290     17,093  
                   
Cash at end of the period $  408,589   $  12,828   $  408,589  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F-7


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2005 and 2004
(Stated in United States Dollars)

Note 1 Nature and Continuance of Operations

The Company is an exploration stage company and is in the process of exploring its resource properties and has not yet determined whether these properties contain reserves that are economically recoverable. The company is also engaged in the development of low-rank coal-water fuel as a replacement for oil fired boilers and utility generators.

These financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. The Company has a working capital deficiency of $855,147 as at November 30, 2005, has not yet achieved profitable operations and has accumulated losses totalling $72,620,494 since inception. The Company is in arrears of required mineral claims and option payments for certain of its mineral properties at November 30, 2005, in the amount of $400,000 (2004: 320,000) and therefore, its rights to these properties may be adversely affected as a result of these non-payments. The Company has not been notified of any actions to be taken as a result of these defaults. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

The Company plans to continue raising capital through private placements and warrant issues. In addition, the Company is exploring other business opportunities including the development of low-rank coal-water fuel as replacement fuel for oil fired industrial boilers and utility generators.

Note 2 Summary of Significant Accounting Policies

These consolidated financial statements are prepared in conformity with United States of America generally accepted accounting principles. The application of Canadian generally accepted accounting principles to these financial statements would not result in material measurement or disclosure differences.

Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may differ from these estimates.

F-8


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 2

Note 2 Summary of Significant Accounting Policies

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

  a)

Basis of Consolidation

   

 

 

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Silverado Green Fuel Inc. All significant inter-company transactions have been eliminated.

   

 

  b)

Environmental Costs

   

 

 

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitment to a plan of action based on the then known facts.

   

 

  c)

Basic and Diluted Loss Per Share

   

 

 

Basic loss per share are computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Fully diluted amounts are not presented when the effects of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

   

 

  d)

Financial Instruments

   

 

 

The carrying value of cash and cash equivalents, accounts payable and accrued liabilities and loans payable secured by gold inventory approximate fair value because of the short-term maturity of these instruments. The carrying amounts reported in the balance sheet for convertible debentures approximate their fair values as they bear interest at rates which approximate market rates. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

F-9


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 3


Note 2 Summary of Significant Accounting Policies

  e) Income Taxes
   

 

 

The Company uses the assets and liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 109 “Accounting for Income Taxes”. Under the assets and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

   

 

  f)

Exploration Stage Company

   

 

 

The Securities and Exchange Commission’s Exchange Act Guide 7 “Description of Property by Issuers Engaged or to be engaged in significant mining operations” requires that mining companies in the exploration stage should not refer to themselves as development stage companies in the financial statements, even though such companies should comply with Financial Accounting Standard Board Statement No. 7, if applicable. Accordingly, the Company has not been referred to as being a development stage company. Accumulated results of operations are presented from December 1, 2001, the date the Company re-entered the exploration stage.

   

 

  g)

Gold Inventory

   

 

 

Gold inventory is valued at the lower of weighted average cost and estimated net realizable value.

   

 

  h)

Mineral Claim Payments and Exploration Costs

   

 

 

The Company expenses all costs related to the acquisition, maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects, therefore, all costs are being expensed. The Company sold 52 troy ounces of gold for proceeds of $22,633 which have been directly applied as a reduction to exploration costs.

F-10


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 4


Note 2 Summary of Significant Accounting Policies

  i)

Asset Retirement Obligation

   

 

 

Effective December 1, 2002, the Company adopted SFAS No. 143, “Accounting for Asset Retirement Obligations”, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset.

   

 

 

SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement.

   

 

  j)

Property, Plant and Equipment

   

 

 

Property, plant and equipment are stated at cost. Depreciation is provided as follows:


  Building, plant and equipment Straight line over 3 to 20 years
  Mining equipment under capital lease Straight line over 10 years
  Auto and trucks Straight line over 10 years
  Computer equipment Straight line over 3 years

  k)

Cash and Cash Equivalents

   

 

 

The Company considers all liquid investments, with an original maturity of three months or less when purchased, to be cash equivalents. Financial Instruments which potentially subject the Company to concentrations of credit risk consist principally of cash in banks. At times during the year, the Company maintained deposits in excess of insured limits provided by FDIC and CDIC. The Company places its cash and cash equivalents with high credit quality financial institutions which the Company believes limits these risks.

   

 

  l)

Foreign Currency Translation

   

 

 

The Company considers its functional currency to be the U.S. dollar for its U.S. and Canadian operations. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. funds at the rates of exchange in effect at the year- end. Non-monetary assets and revenue and expense transactions are translated at the rate in effect at the time at which the transactions took place. Foreign exchange gains and losses are included in the determination of results from operations for the year.

F-11


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 5


Note 2 Summary of Significant Accounting Policies

  m)

Revenue Recognition

   

 

 

Proceeds on gold recoveries from test mining are recorded as a reduction of exploration costs during the period the Company is in the exploration stage.

   

 

  n)

Research Expenditures

   

 

 

Research expenditures are expensed in the year incurred.

   

 

  o)

Accounting for Stock-based Compensation

   

 

 

Effective November 1, 2002, the Company adopted the fair value recognition provision of SFAS No. 123, “Accounting for Stock-based Compensation”. Under the modified prospective method of adoption selected by the Company under the provisions of SFAS No. 148, “Accounting for Stock-based Compensation – Transition and Disclosure”, compensation cost recognized in 2003 is the same as that which would have been recognized had the recognition provisions of SFAS No. 123 been applied from its original effective date. Results for prior years have not been restated. The value of shares issued to non-employees for services is measured at the date the services are performed.

   

 

  p)

Recent Accounting Pronouncements

   

 

 

In May 2003, SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. This standard establishes how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard becomes effective for any financial instruments entered into or modified after May 31, 2003. We do not expect the adoption of SFAS No. 150 to have a material effect on our financial statements.

   

 

 

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” entered into after June 30, 2003. We do not expect the adoption of SFAS No. 149 to have a material effect on our financial statements.

F-12


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 6


Note 2 Summary of Significant Accounting Policies

  p)

Recent Accounting Pronouncements – (cont’d)

   

 

 

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities”. This interpretation gives guidance that determines whether consolidation of a Variable Interest Equity is required and is effective for all variable interest entities with which we become involved beginning in February 2003, and all pre-existing entities beginning after June 15, 2003. We do not expect the adoption of FIN 46 to have a material effect on our financial statements.

   

 

 

In November 2002, the FASB issued SFAS interpretation No. 45 (“FIN 45”), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Guarantees of Indebtedness of Others”. FIN 45 requires that upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under that guarantee. The initial recognition and measurement should be applied on a prospective basis to guarantees issued or modified after December 31, 2002. Disclosure requirements are effective for financial statements of both interim and annual periods that end after December 15, 2002. We have no guarantees to unaffiliated third parties so the adoption of FIN 45 had no impact on our financial statements.

   

 

 

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. This standard addresses the recognition, measurement and reporting of costs that are associated with exit or disposal activities. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 had not impact on our financial statements.

F-13


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 7


Note 3 Mineral Property Interests

  A)

Ester Dome Gold Project, Fairbanks Mining District, Alaska

   

 

 

 

The Ester Dome Gold Project encompasses all of the Company’s properties on Ester Dome, which is accessible by road 10 miles northwest of Fairbanks, Alaska. The specific properties at this site are as follows:

   

 

 

 

i)

Grant Mine

   

 

 

 

This property consists of 26 state mineral claims subject to payments of 15% of net profits until $2,000,000 has been paid and 3% of net profits thereafter.

   

 

 

 

ii)

May (St. Paul)/Barelka:

   

 

 

 

This gold property consists of 22 state mineral claims subject to payments of 15% of net profits until $2,000,000 (inflation indexed from 1979) has been paid and 3% of net profits thereafter.

   

 

 

 

iii)

Dobb’s:

   

 

 

 

This property consists of 1 unpatented Federal mineral claim and 4 State mineral claims subject to payments of 15% of net profits until $1,500,000 has been paid and 3% of net profits thereafter.

   

 

 

  B)

Nolan Gold Project, Wiseman Mining District, Alaska

   

 

 

 

The Nolan Gold Project consists of 4 contiguous properties covering approximately 6 square miles, 8 miles west of Wiseman and 175 miles north of Fairbanks, Alaska. The specific properties at this site are as follows:

   

 

 

 

i)

Nolan Placer:

   

 

 

 

This property consists of 158 unpatented Federal placer claims.

   

 

 

 

ii)

Thompson’s Pup:

   

 

 

 

This property consists of 6 unpatented Federal placer claims and is subject to a royalty of 3% of net profits on 80% of production.

F-14


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 8


Note 3 Mineral Property Interests – (cont’d)

  B)

Nolan Gold Project, Wiseman Mining District, Alaska – (cont’d)

   

 

 

 

iii)

Dionne (Mary’s Bench):

   

 

 

 

This property consists of 15 unpatented Federal placer claims.

   

 

 

 

iv)

Smith Creek:

   

 

 

 

This property consists of 35 unpatented Federal placer claims.

   

 

 

 

v)

Nolan Lode:

   

 

 

 

This property consists of 67 unpatented Federal lode claims. The lode claims overlie much of the placer properties and extend beyond them.

   

 

 

 

During the year ended November 30, 2003, the Company staked 36 unpatented Federal lode claims.

   

 

 

  C)

Hammond Property, Wiseman Mining District, Alaska

   

 

 

 

This property consists of 24 Federal placer claims and 36 Federal lode claims covering one and one-half square miles and adjoining the Nolan Gold Properties. The Company is obligated to pay a royalty equal to 10% of gross production and is subject to a minimum royalty of $80,000 per year. As at November 30, 2005, royalty payments totalling $400,000 (2004: $320,000) are unpaid, in arrears, and included in mineral claims payable.

   

 

 

  D)

Eagle Creek Property, Fairbanks Mining District, Alaska

   

 

 

 

This property consists of 77 state mineral claims. The Company has an option agreement to purchase a 100% interest in the property for $400,000 of which $68,000 remains to be paid. The amount of $5,000 per year is required to be paid to keep the agreement in good standing.

F-15


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 9


Note 4

Property, Plant and Equipment

 

   

Property, plant and equipment primarily include mining equipment and camp facilities at the Nolan Gold Project.


    2005  
          Accumulated     Net Book  
    Cost     Amortization     Value  
                   
Nolan Gold Project buildings $  63,000   $  63,000   $  -  
Nolan mining equipment   849,230     346,830     502,400  
Nolan mining equipment                  
under capital lease   949,342     171,631     777,711  
Other equipment   426,834     421,392     5,442  
                   
  $  2,288,406   $  1,003,060   $ 1,285,553  

    2004  
          Accumulated     Net Book  
    Cost     Amortization     Value  
                   
Nolan Gold Project buildings $  63,000   $  63,000   $  -  
Nolan mining equipment   855,730     262,557     593,173  
Nolan mining equipment                  
under capital lease   1,134,342     95,197     1,039,145  
Other equipment   420,823     412,350     8,473  
                   
  $  2,473,895   $  833,104   $ 1,640,791  

Note 5 Accounts Payable and Accrued Liabilities
   
  Accounts payable and accrued liabilities consist of:

    2005     2004  
             
Accounts payable $  302,124   $  287,395  
Accrued interest   90,934     77,902  
  $  393,058   $  365,297  

F-16


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 10


Note 6

Asset Retirement Obligations

 

     

The Company adopted SFAS No. 143 on December 1, 2002. Upon adoption the Company increased its reclamation liability by $270,000, increased the carrying value of assets by $116,774 and recorded a cumulative effect adjustment of $153,226.

 

               

Asset retirement obligations relate to the closure and reclamation of the Grant Mine Tailing Pond, and to the reclamation work associated with the Nolan gold Project consisting of dismantling and removal of site structures and equipment, and reshaping and revegetating the disturbed areas. The Grant Mine assets were written off as impaired effective December 1, 2001 and an amount of $47,378 was also charged to operations in the year ended November 30, 2004 for the increase in the asset retirement obligations related to those Grant Mine assets. The Company has no assets legally restricted for purposes of settling asset retirement obligations.

 

 

Reconciliation of asset retirement obligation for the year ended November 30, 2005:


    Grant     Nolan        
    Mine     Project     Total  
Balance, December 1, 2004 $  315,000   $  174,300   $  489,300  
Accretion expense   32,287     17,866     50,153  
Liabilities settled   -     -     -  
Balance, November 30, 2005 $  347,287   $  192,166   $  539,453  

Note 7

Convertible Debentures – Note 9              

 

               

   

Convertible debentures outstanding at November 30, 2005 and 2004 consisted of the following:              


    2005     2004  
             
Renegotiated in 2001 $  -   $  -  
Issued in 1994   140,000     140,000  
Issued in 1999   36,652     36,652  
             
    176,652     176,652  
Less: current portion   (176,652 )   (176,652 )
             
  $  -   $  -  

F-17


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 11


Note 7 Convertible Debentures – Note 9 – (cont’d)

  a)

On March 1, 2001, the Company completed negotiations to restructure its $1,860,000 convertible debentures. The replacement debentures aggregated $2,384,892 and consisted of the original $1,860,000 principal amount plus all accrued interest to March 1, 2001. The debentures bear interest of 8.0% per annum. Interest is due and payable on a quarterly basis on February 28, May 31, August 31 and November 30. If the Company fails to make any payment of principal or interest, the Company must issue shares equivalent in value to the unpaid amounts of 20% below the average market price.

   

 

 

Remaining debentures of $140,000 plus accrued interest of $87,227 are in default, however, it is unclear whether they will be exchanged for replacement debentures.

   

 

  b)

In February 1999 the Company issued a debenture for $75,000 with interest payable at a rate of 5.0% per annum. The debenture is unsecured and it was due on February 28, 2002. During the year ended November 30, 2005, the Company made a principal payment of $Nil (2004: $16,652) and an interest payment of $Nil (2004: $Nil).


Note 8 Capital Lease Obligations

  a)

On October 11, 2002, the Company entered into a lease purchase agreement whereby the Company would purchase mining equipment valued at a total of $1,496,150. The agreement required payment upon signing of $550,000 (paid), $100,000 (paid) on or before December 1, 2004 and 24 equal payments thereafter for the balance of the purchase price plus interest at a rate of 12% per annum.

   

 

  b)

On February 14, 2003, the Company entered into a three-year lease agreement whereby the company would purchase mining equipment valued at a total of $250,170. The agreement required payment upon signing of $105,000 (paid), $25,000 on or before December 4, 2004 and 24 equal payments for the balance of the purchase price plus interest at a rate of 12% per annum.

During the year ended November 30, 2004, the Company entered into an agreement to combine the two lease agreements. The new agreement required payment upon signing of $50,000 (paid), monthly payments of $25,000 until July 2006 for the balance of principal plus interest at a rate of 7.5% per annum.

F-18



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 12


Note 8 Capital Lease Obligations – (cont’d)
   
       

The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are amortized over their estimated productive lives which are estimated to be 10 years. Amortization on assets under capital leases charged to expense in 2005 was $171,631 (2004: $174,632).

 

   

Minimum future lease payments under capital leases as of November 30, 2005 and 2004 for the next year and in the aggregate are:


    2005     2004  
November 30, 2005 $  -   $  562,356  
November 30, 2006   778,576     419,636  
Total minimum lease payments   778,576     981,992  
Less: interest   (56,427 )   (64,510 )
    722,149     917,482  
Less: current portion   (258,254 )   (510,014 )
Long-term portion $  463,895   $  407,468  

F-19


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 13


Note 9 Common Stock
   
  Commitments:

  a)

Stock Options:

   

 

 

A summary of the change in stock options for the year ended November 30, 2005 and 2004 is presented below:


          Weighted  
   
Number
    Average  
   
of
    Exercise  
   
Options
    Price  
             
Outstanding at November 30, 2003   9,420,000     $0.52  
     Granted   20,880,000     0.11  
     Expired   (870,000 )   0.18  
             
Outstanding at November 30, 2004   29,430,000     $0.24  
     Expired   (800,000 )   0.35  
             
Outstanding and exercisable at November 30, 2005   28,630,000     $0.11  

As at November 30, 2005, the following stock options were outstanding:

Number of   Exercise    
 Options   Price   Expiry Date
         
550,000   $0.10   December 1, 2006
900,000     0.15   February 1, 2008
6,500,000     0.13   December 4, 2008
5,680,000     0.13   January 8, 2011
15,000,000     0.10   July 8, 2011
         
28,630,000        

F-20


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 14


Note 9 Common Stock – (cont’d)
   
  Commitments: - (cont’d)

  a) Stock Options: - (cont’d)
     
 

The Company does not record a compensation expense on the granting of stock options to employees and directors, but does provide disclosure of the pro forma loss per share information had the Company elected to follow the fair value method. Using the Black-Scholes option pricing model the pro forma information is as follows:


    2005     2004  
             
Net loss for the year as reported $  (3,394,107 ) $  (4,304,232 )
Stock-based compensation   -     (1,431,600 )
             
Pro forma net loss for the year $  (3,394,107 ) $  (5,735,832 )
             
Pro forma basic and diluted loss per share $  (0.01 ) $  (0.03 )

The following assumptions were used for the Black-Scholes model:

Risk free interest rate 2.25%
Dividend free yield 0%
Expected volatility 93%
Weighted average expected stock option life 5 years

 

The weighted average fair value of the employee and director stock options granted was $0.04 per share.

   

 

  b)

Warrants:

   

 

 

Warrants outstanding as at November 30, 2005 are exercisable into 1 common share for each warrant held and a summary is presented below:

F-21


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 15


Note 9 Common Stock – (cont’d)
   
  Commitments: - (cont’d)

  b) Warrants: - (cont’)

    Exercise    
    Price per    
Number of   Warrant    
Warrants   $   Expiry Date
         
5,000,000
  0.0750   April 19, 2006
1,400,000
  0.0750   May 10, 2006
2,000,000
  0.0400   May 27, 2006
8,000,000
  0.0650   June 9, 2006
8,000,000
  0.0750   June 9, 2006
2,500,000
  0.0650   July 9, 2006
2,500,000
  0.0750   July 9, 2006
5,357,143
  0.0550   September 15, 2006
2,857,143
  0.0575   September 15, 2006
2,500,000
  0.0650   September 15, 2006
2,333,333
  0.0600   October 1, 2005
10,000,000
  0.0500   November 1, 2006
10,000,000
  0.0575   November 1, 2006
2,666,666
  0.1500   February 25, 2007
       
65,114,285
       

  c) Convertible Debentures – Note 7

Note 10

Related Party Transactions

 

     

The Company has had related party transactions with Tri-Con Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining Alaska Inc. (collectively the “Tri-Con Group”), all of which are controlled by a director of the Company.

F-22


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 16


Note 10 Related Party Transactions – (cont’d)
   
                       

The Tri-Con Group are operations, exploration and development contractors and have been employed by the Company under contract since 1972 to carry out all the Company’s fieldwork and to provide administrative and management services. Under the current contract dated January, 1997, work is charged at cost plus 25% for exploration and cost plus 15% for development and mining. Cost includes out-of-pocket or actual cost plus 15% charge for office overhead including stand-by and contingencies. There is no mark- up on capital purchases. The Tri-Con Group does not charge the Company for the services of its directors who are also directors of the Company. For the year ended November 30, 2005, the Tri-Con Group’s services focused mainly on corporate planning, mining, engineering and preparation for year round production on the Company’s Nolan property, administration services at both the field and corporate offices and the Low-Rank Coal- Water fuel project.

 

         

The aggregate amounts paid to the Tri-Con Group each year by category, including amounts relating to the Grant Mine Project and Nolan properties, for disbursements and for services rendered by the Tri-Con Group personnel working on the Company’s projects and include interest charged on outstanding balances at the Tri-Con Group’s borrowing costs are shown below:


    2005     2004  
          (Restated)  
             
Exploration, development and field services $  673,483   $  948,729  
Administrative and management services   687,510     1,363,148  
Research   120,293     79,967  
             
  $  1,481,286   $  2,391,844  
             
Amount of total charges in excess of Tri-Con            
costs incurred $  154,707   $  275,121  
             
Excess amount charged as a percentage of actual            
costs incurred   10.44%     11.5%  

The amounts charged for services by the Tri-Con Group approximate the fair value of these costs had they been performed by arm’s length parties.

F-23


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 17


Note 11

Income Taxes

 

   

Tax effects of temporary differences that give rise to deferred tax assets at November 30, 2005 and 2004 are as follows:


    2005     2004  
             
Net operating loss carry forwards $ 12,695,00   $  12,075,000  
Temporary differences arising from mineral            
properties and building, plant and equipment   (354,000 )   (1,364,000 )
Valuation allowance   (12,341,000 )   (10,711,000 )
             
Net future tax asset (liability) $  -   $  -  

At November 30, 2005, the Company had losses carried forward totalling $25,050,000 available to reduce future years’ income for U.S. income tax purposes which expire in various years to 2025. In addition, we had losses carried forward in Canada totalling CDN$12,096,000 which expire in various years to 2015.

The provision for income taxes differs from the amount computed by applying the Canadian statutory federal income tax rate of 37.62% (2004: 37.62%) to net loss before provision for income taxes. The sources and tax effects of the differences are as follows:

    2005     2004  
             
Computed “expected” tax benefit $  (1,468,000 ) $  (1,718,000 )
Tax loss expired during the year   928,000     1,546,000  
Temporary differences and other   167,000     18,000  
Change in valuation allowance   302,000     64,000  
Difference in foreign tax rate and other   71,000     90,000  
             
Income tax provision $  -   $  -  

Note 12 Commitments and Contingencies

  a)

Severance Agreements with Directors

   

 

 

The Company has entered into compensation agreements with two directors of the Company. The agreements provide for severance arrangements where a change of control of the Company occurs, as defined, and the directors are terminated. The compensation payable to the two directors aggregates $4,100,000 (2004: $4,100,000) plus the amount of annual bonuses and other benefits that they would have received in the eighteen months following termination.

F-24


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 18


Note 12 Commitments and Contingencies – (cont’d)

  b) Consulting Agreements
     
 

The Company entered into consulting agreements with six individuals for various corporate planning and business development services to the Company. Under the terms of the agreements, the Company will issue an aggregate 6,285,000 shares over the length of the contracts which range from six months to one year. Consulting fees are calculated using the number of shares issued multiplied by the closing price on the day the shares were issued.

   

 

  c)

Office Lease

   

 

 

The Company entered into a two-year office lease agreement. The Company is committed to the following annual basic rental payments:


    Year ended November 30, 2006   $  51,784   (CDN$61,416)
    2007     12,946   (CDN$15,354)
                 
        $  64,730      

Note 13 Segment Disclosures

  a) Reportable Segments
   

 

 

The Company operates in one reportable segment being the acquisition, exploration and development of mineral properties. The Company’s development of low-rank coal-water fuel is in its initial stages and is not a reportable segment.

   

 

  b)

Geographical Information

   

 

 

The following presents financial information about geographical areas:


    2005     2004  
Net loss for the year:            
     Canada $  884,107   $  1,824,434  
     United States   2,937,783     2,479,798  
             
  $  3,821,890   $  4,304,232  
Long-lived assets:            
     Canada   5,442     8,473  
     United States   1,285,553     1,632,318  
             
  $  1,290,995   $  1,640,791  

F-25


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 19

Note 14

Non-Cash Transactions

 

     

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the cash flow statements. The following transactions were excluded from the statements of cash flows:

 

 

During the year ended November 30, 2005:


  a)

the Company issued 6,285,000 common shares at various prices for total proceeds of $284,900 pursuant to payment of consulting fees;

   

 

  b)

the Company utilized prior year’s share subscriptions of $70,000 for the issuance of common shares.

   

 

  c)

the Company returned mining equipment to its lessor of $104,000.

During the year ended November 30, 2004:

  a)

the Company issued 1,956,458 common shares at various prices for total proceeds of $194,142 pursuant to payment of convertible debentures;

   

 

  b)

the Company issued 58,072 common shares at various prices for total proceeds of $5,881 pursuant to payment of interest payable on convertible debentures;

   

 

  c)

the Company issued 6,416,667 common shares at various prices for total proceeds of $577,140 pursuant to payment of consulting fees;

   

 

  d)

the Company utilized prior year’s share subscriptions of $115,000 for the issuance of common shares.


Note 15

Subsequent Events

 

 

 

Subsequent to November 30, 2005, the Company:


  a)

issued 82,420,401 common shares at $0.025 per share totaling $2,060,510 pursuant to a private placement;

   

 

  b)

issued 4,285,715 common shares at $0.028 per share totaling $120,000 pursuant to a private placement;

F-26


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 20

Note 15 Subsequent Events – (cont’d)

  c)

issued 14,020,000 common shares at $0.03 per share totaling $420,600 pursuant to a private placement;

   

 

  d)

issued 4,076,924 common shares at $0.0325 per share totaling $132,500 pursuant to a private placement;

   

 

  e)

issued 428,573 common shares at $0.035 per share totaling $15,000 pursuant to a private placement.


Note 16

Comparative Figures

 

 

   

Certain figures of the comparative year have been restated to conform with the current year’s presentation.

 

 

Note 17

Restatement

 

 

     

The accompanying consolidated financial statements for the year ended November 30, 2004 have been restated to give effect to the write-off of exploration and development advances previously capitalized.

 

 

 

The effect of the restatements on loss for the period and loss per share is as follows:


    2004    
         
Net loss for the period, as previously stated $  (4,304,232 )  
         
Exploration and development advances written off   (532,131 )  
         
Net loss for the period, as restated $  (4,836,363 )  
         
Net loss per share, as previously stated $  (0.02 )  
         
Exploration and development advances written off   (0.01 )  
         
Net loss per share, as restated $  (0.03 )  

F-27


ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Engagement of Berkovits, Lago & Company, LLP

We engaged Berkovits, Lago & Company, LLP as our principal independent accountant effective April 6, 2005 following the resignation of Amisano Hanson, Chartered Accountants ("Amisano Hanson") as our principal independent accountant effective April 6, 2005. This decision to change principal independent accountants was approved by our board of directors.

Amisano Hanson's report dated February 21, 2005 on our consolidated balance sheet as at November 30, 2004, and our consolidated statements of operations, cash flows, stockholders’ equity (deficiency) for the year then ended and the period since recommencement of the exploration stage December 1, 2001 to November 30, 2004 did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope, or accounting principles.

In connection with the audits of the fiscal year ended November 30, 2004 and the subsequent interim period through to April 6, 2005, there were no disagreements with Amisano Hanson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of Amisano Hanson would have caused them to make reference thereto in their reports on the Company’s audited financial statements. These financial statements were prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business.

We provided Amisano Hanson with a copy of the foregoing disclosures and requested in writing that Amisano Hanson furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. We received the requested letter from Amisano Hanson and we have filed a copy of Amisano Hanson’s letter as an exhibit to our current report on Form 8-K filed with the SEC on April 12, 2005.

Engagement of Amisano Hanson

Morgan & Company, Chartered Accountants ("Morgan & Company") were dismissed as our principal independent accountant effective January 26, 2005. We engaged Amisano Hanson, Chartered Accountants as our principal independent accountant effective January 26, 2005. The decision to change principal independent accountant was approved by our board of directors.

Morgan & Company's report dated January 31, 2004 on our consolidated balance sheets as at November 30, 2003 and 2002, and the consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope, or accounting principles. In connection with the audits of the two fiscal years ended November 30, 2003 and 2002 and the subsequent period through to January 26, 2005, there were no disagreements with Morgan & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Morgan & Company would have caused them to make reference thereto in their reports on our audited financial statements. These financial statements were prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business.

We provided Morgan & Company with a copy of the foregoing disclosures and requested in writing that Morgan & Company furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. We received the requested letter from Morgan & Company wherein they have confirmed their agreement to our disclosures. A copy of Morgan & Company’s letter was filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2005.

- 49 -


ITEM 8A.     CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2005, being the date of our most recently completed fiscal year end. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Garry L. Anselmo. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal year ended November 30, 2005, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

  (1)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

     
  (2)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

     
  (3)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

ITEM 8B.     OTHER INFORMATION.

Not applicable.

- 50 -


ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our current executive officers and directors are:

Name Age Position
     
Garry L. Anselmo 62 Director and Chairman of the Board; President, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer
James F. Dixon (1)(2) 58 Director
Stuart C. McCulloch (1)(2) 70 Director
John R. Mackay 73 Corporate Secretary
Edward J. Armstrong 57 President of Silverado Green Fuel Inc.
Dr. Warrack G. Willson 62 Vice-President, Fuel Technology of Silverado Green Fuel Inc.

(1)

Member of Silverado's Audit Committee

(2)

Member of Silverado’s Compensation Committee

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years:

Garry L. Anselmo

Mr. Anselmo is presently the chairman of our board of directors and is our president, chief executive officer and chief financial officer. Mr. Anselmo is also the chairman of the board of directors and the chief executive officer and chief financial officer of our wholly owned subsidiary, Silverado Green Fuel Inc. Mr. Anselmo has been the chairman of our board of directors and our chief operating officer since 1973. Mr. Anselmo has been our president, chief executive officer and chief financial officer from 1973 to 1994 and from 1997 to present. Mr. Anselmo founded Tri-Con Mining Ltd., a private exploration service company, in 1968, and is currently a shareholder, director, and president of Tri-Con Ltd. He is also the chairman and director of Tri-Con Ltd.’s United States operating subsidiaries, Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. Mr. Anselmo obtained his bachelor of arts degree from Simon Fraser University in British Columbia, Canada.

James F. Dixon

Mr. Dixon has been one of our directors since May 6, 1988. Mr. Dixon is presently a lawyer and a partner in the law firm of Shandro Dixon Edgson, Barristers and Solicitors, of Vancouver, British Columbia. Mr. Dixon has been engaged in the practice of law since 1973. Mr. Dixon holds a bachelor of commerce degree and a bachelor of law degree.

Stuart C. McCulloch

Mr. McCulloch has been one of our directors since December 14, 1998. Mr. McCulloch is also a director of our subsidiary, Silverado Green Fuel Inc. Mr. McCulloch retired as district manager from Canada Safeway in January, 1991.

- 51 -


John R. Mackay

Mr. Mackay has served as our corporate secretary since June 1998. Mr. Mackay is a lawyer who practiced as a sole practitioner from March 1993 to June 1998 prior to joining Silverado. Prior to 1993, Mr. Mackay was a lawyer and partner in the law firm Davis and Company, Barristers and Solicitors, of Vancouver, British Columbia where he practiced for 35 years.

Edward J. Armstrong

Mr. Armstrong has been the president of our subsidiary, Silverado Green Fuel Inc., since September 1997. Mr. Armstrong is also the president of Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc., the United States operating subsidiaries of Tri-Con Mining Ltd. Mr. Armstrong is the holder of a bachelor of science degree in geology from Washington State University which he received in 1971.

Dr. Warrack G. Willson

Dr. Willson was appointed our vice-president, fuel technology, in March 2000, to lead the conversion of the Grant Mill into a commercial level Low-Rank Coal-Water Fuel plant. Dr. Willson received a supervisory chemical engineering rating from the US Civil Service Commission in 1978, a PhD in physical chemistry from the University of Wyoming in 1970 and a bachelor of arts in chemistry and mathematics from the University of Northern Colorado in 1965. He founded Coal-Water Fuel Services in 1994, which provides engineering services to develop clean coal conversion projects to develop low cost and non-hazardous alternatives to oil.

SIGNIFICANT EMPLOYEES

We do not have any other significant employees, other than our directors and executive officers named above.

FAMILY RELATIONSHIPS

Mr. Anselmo and Mr. McCulloch, each of whom is one of our directors, are cousins.

TERMS OF OFFICE

Our directors are elected to hold office until the next annual meeting of our shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors to hold office until their successors are appointed. The last annual meeting of our shareholders was held on May 17, 2004.

AUDIT COMMITTEE

Our audit committee is comprised of James Dixon and Stuart McCulloch. Our board of directors has determined that each member of our audit committee is independent as that term is defined in Rule 121 of the American Stock Exchange (“AMEX”) listing standards. Our board of directors has determined none of the directors on our audit committee presently meets the definition of a “financial expert” based on their respective experience and qualification. Our audit committee presently does not include a member who has been determined by our board of directors to qualify as a “financial expert”. Our board of directors is presently looking for a suitable candidate to join as a member of our board of directors and who would meet the definition of “financial expert”. We were unable to identify such a candidate during fiscal 2005.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, Corporate Controller and certain other finance executives, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached to this Annual Report on Form 10-KSB as an exhibit. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website at www.silverado.com or in a report on Form 8-K filed with the SEC.

- 52 -


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's executive officers and directors, and persons who beneficially own more than ten percent of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on its review of the copies of such forms received by it, the Company believes that during the fiscal year ended November 30, 2005 all such filing requirements applicable to its officers and directors were complied with.

- 53 -


ITEM 10.     EXECUTIVE COMPENSATION.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain compensation information for Mr. Garry L. Anselmo, our chief executive officer (the “name executive officer”) for the fiscal years ended November 30, 2005, 2004 and 2003.

No executive officer of the Company earned total annual salary and bonus exceeding $100,000 during the fiscal year ended November 30, 2005.

SUMMARY COMPENSATION TABLE

ANNUAL
COMPENSATION

LONG TERM COMPENSATION
AWARDS PAYOUTS

All Other
Compen-
sation



Name



Title



Year



Salary



Bonus
Other
Annual
Compen-
sation

Restricted
Stock
Awarded

Options/
SARs *
(#)


LTIP
payouts ($)
Garry L.
Anselmo(1)





Director,
President,
Chief
Executive
Officer and
Chief
Financial
Officer
2005

2004

2003


$0

$0

$0


0

0

0


0

0

0


0

0

0


0

8,500,000

3,000,000


0

0

0


0

0

0



(1)

Mr. Anselmo is employed and compensated by Tri-Con Mining Ltd., which provides management and exploration services to us. Mr. Anselmo does not bill us for his time spent on our business and is not compensated directly or indirectly by us, other than through Tricon Mining Ltd. See the section of this prospectus entitled Certain Relationships and Related Transactions

STOCK OPTION GRANTS

We did not grant any stock options to our named executive officer during our fiscal year ended November 30, 2005, as illustrated in the following table:

OPTION/SAR GRANTS IN LAST FISCAL YEAR
 (INDIVIDUAL GRANTS)




Name
Number of
Securities
Underlying
Options
Granted


% of Total
Options Granted
to Employees



Exercise Price
(per Share)



Expiration
Date
Garry L. Anselmo,
Director, President, Chief Executive
Officer and Chief Financial Officer
Nil

Not Applicable

Not Applicable

Not Applicable

- 54 -


Subsequent to the end of our fiscal year, we granted options to purchase an aggregate of 30,000,000 shares to certain of our insiders on January 4, 2006 as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being January 4, 2013:

                                           NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 15,000,000
James Dixon, Director 3,000,000
Stuart McCulloch, Director 3,000,000
John McKay, Secretary 2,000,000
Ed Armstrong, President of Silverado Green Fuel Inc. 4,000,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 3,000,000

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

The following is a summary of the share purchase options exercised by our named executive officer for our fiscal year ended November 30, 2005:

AGGREGATED OPTION/SAR EXERCISES DURING THE LAST
FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES





Name (#)

Common
Shares
Acquired
on
Exercise




Value
Realized ($)


Unexercised Options at
Financial Year-End (#)
exercisable /
unexercisable
Value of Unexercised
In-The-Money
Options/SARs at
Financial Year-End
($) exercisable /
unexercisable
Garry L. Anselmo,
Director, President, Chief
Executive Officer and Chief
Financial Officer
NIL


NIL


11,500,000/NIL


$NIL/ $NIL


LONG-TERM INCENTIVE PLANS

We do not have any long-term incentive plans, pension plans, or similar compensatory plans for our directors or executive officers.

COMPENSATION OF DIRECTORS

Our directors are not paid any compensation for acting as our directors. However, we periodically grant stock incentive options to our directors in consideration for them providing their services as directors. Our 2003 Stock Option Plan, our 2004 Stock Option Plan and our 2006 Stock Option Plan each permit the grant of incentive stock options to our directors.

- 55 -


REPRICING OF STOCK OPTIONS

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 6,000,000 shares from $0.13 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being December 4, 2008:

                                           NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 3,000,000
James Dixon, Director 500,000
Stuart McCulloch, Director 500,000
John McKay, Secretary 0
Ed Armstrong, President of Silverado Green Fuel Inc. 1,500,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 500,000

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 5,680,000 shares from $0.13 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being January 8, 2011:

                                           NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 2,500,000
James Dixon, Director 800,000
Stuart McCulloch, Director 600,000
John McKay, Secretary 0
Ed Armstrong, President of Silverado Green Fuel Inc. 1,280,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 500,000

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 15,000,000 shares from $0.10 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being July 8, 2011:

                                           NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 6,000,000
James Dixon, Director 2,000,000

- 56 -



                                           NAME NUMBER OF OPTIONS
Stuart McCulloch, Director 1,500,000
John McKay, Secretary 1,500,000
Ed Armstrong, President of Silverado Green Fuel Inc. 2,500,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 1,500,000

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 550,000 shares from $0.10 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a term expiring December 10, 2006:

                                           NAME NUMBER OF OPTIONS
James Dixon, Director 500,000
Stuart McCulloch, Director 50,000

CHANGE IN CONTROL ARRANGEMENTS

We have entered into compensation agreements with two of our directors. The agreements provide for severance arrangements where change of control of Silverado occurs, as defined, and the directors are terminated. The compensation payable to Mr. Garry L. Anselmo would include a lump sum payment of $4,000,000 plus the amount of annual bonuses that Mr. Anselmo would be entitled to receive for the eighteen month period following termination, plus benefits for the eighteen month period following termination. The compensation payable to Mr. James Dixon would include a lump sum payment of $100,000 plus the amount of annual bonuses that Mr. Dixon would be entitled to receive for the eighteen month period following termination, plus benefits for the eighteen month period following termination. The compensation that would be payable to the directors aggregates $4,100,000 plus the amount of annual bonuses and other benefits that they would have received in the eighteen months following termination.

EMPLOYMENT CONTRACTS

We are not party to any employment contracts with any of our directors or executive officers.

- 57 -


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information concerning the number of the Company’s common shares owned beneficially as of February 23, 2006 by: (i) each of our directors, (ii) each of our executive officers, and (iii) our executive officers and directors as a group. No person is known to us to beneficially own more than 5% of our outstanding common shares, other than Mr. Anselmo. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.


Title of Class
Name and Address
of Beneficial Owner
Number of Common
Shares
Percentage of
Common Shares(1)
Common Shares


Garry L. Anselmo,
Director, President,
Chief Executive Officer and
Chief Financial Officer
30,550,000(2)


6.7%


Common Shares
James F. Dixon,
Director
7,014,484(3)
1.6%
Common Shares
Stuart McCulloch,
Director
5,683,400(4)
1.3%
Common Shares
John R. Mackay
Secretary
3,600,000 (5)
0.8%
Common Shares

Edward Armstrong
President of
Silverado Green Fuel Inc.
11,285,000 (6)

2.6%

Common Shares

Warrack Willson
Vice-President of
Silverado Green Fuel Inc.
6,750,000 (7)

1.6%

Common Shares
All Directors and Executive
Officers as a Group (6 persons)
64,882,884 (8)
13.3%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually

- 58 -



outstanding on February 23, 2006. As of January 31, 2006, there were 430,949,222 shares issued and outstanding.

   
(2)

Consists of 4,050,000 shares held by Garry L. Anselmo, 7 shares owned by Tri-Con Mining Ltd, and 26,500,000 shares that can be acquired by Mr. Anselmo upon exercise of options to purchase shares held by Mr. Anselmo within 60 days of the date hereof.

   
(3)

Consists of 214,484 shares held directly and indirectly by James F. Dixon and 6,800,000 shares that can be acquired by Mr. Dixon upon exercise of options to purchase shares held by Mr. Dixon within 60 days of the date hereof.

   
(4)

Consists of 33,400 shares held by Stuart McCulloch and 5,650,000 shares that can be acquired by Mr. McCulloch upon exercise of options to purchase shares held by Mr. McCulloch within 60 days of the date hereof.

   
(5)

Consists of 100,000 shares held by Mr. Mackay and 3,500,000 shares that can be acquired by Mr. Mackay upon exercise of options to purchase shares held by Mr. Mackay within 60 days of the date hereof.

   
(6)

Consists of 2,005,000 shares held by Mr. Armstrong and 9,280,000 shares that can be acquired by Mr. Armstrong upon exercise of options to purchase shares held by Mr. Armstrong within 60 days of the date hereof.

   
(7)

Consists of 1,200,000 shares held by Dr. Willson and 5,550,000 shares that can be acquired by Dr. Willson upon exercise of options to purchase shares held by Dr. Willson within 60 days of the date hereof.

   
(8)

Consists of 7,602,891 shares held by our directors and executive officers and 57,380,000 shares that can be acquired by our directors and executive officers upon exercise of options to purchase shares held by our directors and executive officers within 60 days of the date hereof.

   

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a change in control in the future.

- 59 -


EQUITY COMPENSATION PLAN INFORMATION.

We have two equity compensation plans under which our common shares have been authorized for issuance to our officers, directors, employees and consultants, namely our 2003 Stock Option Plan and our 2004 Stock Option Plan. Our 2003 Stock Option Plan has been approved by our shareholders. Our 2004 Stock Option Plan has not been approved by our shareholders.

The following summary information is presented for our 2003 Stock Option Plan and our 2004 Stock Option Plan as of November 30, 2005.









Number of Securities to
be Issued Upon
Exercise of Outstanding
Options, Warrants and
Rights



Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
column (a))
Plan Category (a) (b) (c)
Equity Compensation
Plans Approved By
Security Holders
(2003 Stock Option
Plan)
7,500,000 Shares



$0.125 per share



Nil Shares



Equity Compensation
Plans Not Approved By
Security Holders
(2004 Stock Option
Plan)
20,000,000 Shares



$0.086 per share



Nil Shares



ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

TRI-CON MINING GROUP

We have had related party transactions with Tri-Con Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining Alaska Inc. (collectively the "Tri-Con Mining Group"). Each of Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. are owned and controlled by Mr. Garry Anselmo, our chief executive officer and chief financial officer and the chairman of our board of directors. We are party to three separate contracts dated January 1, 1997 with the Tri-Con Mining Group, one with each of Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc.

The Tri-Con Mining Group are operations, exploration and development contractors, and have been employed by us under contract since 1972 to carry out all of our fieldwork and to provide administrative and management services. Under the current contract dated January 1, 1997, work is charged at cost plus 25% for property acquisition, exploration and development and cost plus 15% for mining operations and reclamation. Cost includes out of pocket or actual cost plus 15% charge for office overhead including stand by and contingencies. Capital purchases are exempt from any support charges. Services of the directors of the Tri-Con Mining Group are charged at a rate of Cdn. $75 per hour. Services of the directors of the Tri-Con Mining Group who are also our directors, namely Mr. Anselmo, are not charged. In addition, each agreement requires us to pay a base fee of $10,000 CDN (equal to approximately

- 60 -


$8,000 US) per month to each of Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. However, the Tri-Con Mining Group has waived payment of the base fee under two of the agreements and is only paid $10,000 CDN (equal to approximately $8,000 US) per month in total.

We are in arrears $70,282 to the Tri-Con Group as of November 30, 2005 in connection with exploration activities on the Nolan Gold Project during fiscal 2005. At November 30, 2004, we had prepaid $532,131 to the Tri-Con Mining Group for exploration, development and administration services to be performed during fiscal 2004 on our behalf. For the years 2004 and 2005, the Tri-Con Mining Group’s services for the current fiscal year focused mainly on preparation for year round production on the Nolan property, the low-rank coal-water fuel program as well as corporate planning, exploration, engineering, and, and administration services at both our field and corporate offices.

The aggregate amounts paid to the Tri-Con Mining Group each year by category, including amounts relating to the Grant Mine Project and Nolan properties, for disbursements and for services rendered by the Tri-Con Mining Group personnel working on the Company's projects, and include interest charged on outstanding balances at the Tri-Con Mining Group's borrowing costs are shown below:

    2005     2004  
          (Restated)  
Exploration, development and field services $  673,483   $  948,729  
Administrative and management services   687,510     831,017  
Research   120,293     79,967  
Total $  1,481,286   $  1,859,713  
Amount of total charges in excess of Tri-Con            
costs incurred $  154,707   $  275,121  
Excess amount charged as a percentage of actual   10.44%     11.5%  
costs incurred            

STOCK OPTIONS

Grants of Stock Options

We granted options to purchase an aggregate of 30,000,000 shares to certain of our insiders on January 4, 2006 as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being January 4, 2013:

NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 15,000,000
James Dixon, Director 3,000,000
Stuart McCulloch, Director 3,000,000
John McKay, Secretary 2,000,000
Ed Armstrong, President of Silverado 4,000,000

- 61 -



NAME NUMBER OF OPTIONS
Green Fuel Inc.  
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 3,000,000

Reductions to Exercise Prices of Outstanding Stock Options

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 6,000,000 shares from $0.13 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being December 4, 2008:

NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 3,000,000
James Dixon, Director 500,000
Stuart McCulloch, Director 500,000
John McKay, Secretary 0
Ed Armstrong, President of Silverado Green Fuel Inc. 1,500,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 500,000

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 5,680,000 shares from $0.13 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being January 8, 2011:

NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 2,500,000
James Dixon, Director 800,000
Stuart McCulloch, Director 600,000
John McKay, Secretary 0
Ed Armstrong, President of Silverado Green Fuel Inc. 1,280,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 500,000

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 15,000,000 shares from $0.10 per share to $0.05 per share

- 62 -


as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being July 8, 2011:

NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 6,000,000
James Dixon, Director 2,000,000
Stuart McCulloch, Director 1,500,000
John McKay, Secretary 1,500,000
Ed Armstrong, President of Silverado Green Fuel Inc. 2,500,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 1,500,000

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 550,000 shares from $0.10 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a term expiring December 10, 2006:

NAME NUMBER OF OPTIONS
James Dixon, Director 500,000
Stuart McCulloch, Director 50,000

- 63 -


ITEM 13.     EXHIBITS

Exhibit  
Number Description of Exhibit
3.1 Articles of the Company (1)
3.2 Amendment to Articles of the Company (2)
3.3 Altered Memorandum of the Company (3)
3.4 Amendment to Articles of the Company (8)
4.1 Share certificate representing common shares of the capital of the Company (1)
10.1 Agreement for Conditional Purchase and Sale of Mining Property between the Company and Roger C. Burggraf dated October 6, 1978 – Grant Mine Property (1)
10.2 Agreement for Conditional Purchase and Sale of Mining Property between the Company and Paul Barelka, Donald May and Mark Thoennes dated May 12, 1979 – St. Paul Property (1)
10.3 Lease of Mining Claims with Option to Purchase between the Company and Alaska Mining Company, Inc. dated February 3, 1995 – Hammond Property (4)
10.4 Change of Control Agreement between the Company and Garry L. Anselmo dated May, 1995(6)
10.5 Change of Control Agreement between the Company and James Dixon dated May, 1995 (6)
10.6 Amendment to Change of Control Agreement between the Company and Garry L. Anselmo (6)
10.7 Operating Agreement between the Company and Tri-Con Mining Ltd. dated January 1, 1997 (5)
10.8 Operating Agreement between the Company and Tri-Con Mining Inc. dated January 1, 1997 (6)
10.9 Operating Agreement between the Company and Tri-Con Mining Alaska Inc. dated January 1, 1997 (6)
10.10 Contract between the Company and Dr. Warrack Willson dated March 19, 2001 (6)
10.11 Equipment Lease Agreement between the Company and Airport Equipment Rentals Inc. dated October 11, 2002 (6)
10.12 2003 Stock Option Plan (7)
10.13 Form of Warrant Exercise Agreement between the Company and certain of the selling security holders (9)
10.14 Consultant Agreement between the Company and CEOcast, Inc. dated April 21, 2004 (9)
10.15 Subscription Agreement between the Company and Christoph Bruning dated May 10, 2004 (9)
10.16 Consultant Agreement between the Company and Smith Conciglia Consulting, Inc. dated May 16, 2004 (9)

- 64 -



10.17

Form of Delay Agreement between the Company and certain of the Selling Shareholders.(9)

10.18

2004 Stock Option Plan (10)

10.19

2006 Stock Option Plan (11)

14.1

Code of Ethics (11)

31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(11)

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(11)


(1)

Filed as an exhibit to the Company’s Registration Statement on Form 10 filed initially on May 11, 1984, as amended.

(2)

Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on July 15, 1997.

(3)

Filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 11, 2002.

(4)

Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended November 30, 1995.

(5)

Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended November 30, 1996.

(6)

Filed as an exhibit to the Company’s Annual Report on Form 10-KSB for the year ended November 30, 2002.

(7)

Filed as an exhibit to the Company’s Schedule 14A Proxy Statement filed April 29, 2003.

(8)

Filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 13, 2003.

(9)

Filed as an exhibit to the Company’s Registration Statement on Form SB-2 filed on May 19, 2004;

(10)

Filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed on July 15, 2004.

(11)

Filed as an exhibit to this Annual Report on Form 10-KSB.

- 65 -


ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth information regarding the amount billed to us by our independent auditor, Berkovits, Lago & Company, LLP for our last fiscal year ended November 30, 2005, and by our previous independent auditor, Amisano Hanson, Chartered Accountants for our previous fiscal year ended November 30, 2004:

       Years ended November 30
  2005 2004
Audit Fees: $35,000 $28,400
Audit Related Fees: $16,811 $16,200
Tax Fees: NIL NIL
All Other Fees: NIL NIL
Total: $51,811 $44,600

Audit Fees

Audit Fees are the aggregate fees billed by our independent auditor for the audit of our consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-Related Fees are fees charged by our independent auditor for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees." This category comprises fees billed for independent accountant review of our interim financial statements and management discussion and analysis, as well as advisory services associated with our financial reporting.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

Our Audit Committee pre-approves all audit services to be provided to us by our independent auditors. Our Audit Committee’s policy regarding the pre-approval of non-audit services to be provided to us by our independent auditors is that all such services shall be pre-approved by the Audit Committee. Non-audit services that are prohibited to be provided by our independent auditors may not be pre-approved. In addition, prior to the granting of any pre-approval, our Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of the independent auditors.

- 66 -


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SILVERADO GOLD MINES LTD.

By: /s/ Garry L. Anselmo
  Garry L. Anselmo, President
  Chief Executive Officer and Chief Financial Officer
  Director
   
Date: February 28, 2006

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Garry L. Anselmo
  Garry L. Anselmo, President
  Chief Executive Officer and Chief Financial Officer  
  (Principal Executive Officer)
  (Principal Financial Officer and Principal Accounting Officer)
  Director
   
Date: February 28, 2006
   
   
By: /s/ James F. Dixon
  James F. Dixon
  Director
   
Date: February 28, 2006
   
   
By: /s/ Stuart McCulloch
  Stuart McCulloch
  Director
   
Date: February 28, 2006

- 67 -