10KSB 1 form10ksb.htm ANNUAL REPORT FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2006 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

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: November 30, 2006

OR

[ ] 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.)
   
1111 West Georgia Street, Suite 505,  
Vancouver, British Columbia, Canada V6E 4M3
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (604) 689-1535

Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: Common Stock, no par value.

Title of each class Name of each exchange on which registered
Common Stock, no par value None

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

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 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. [ ]

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: $0

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: $79,795,007 as of February 21, 2007.

The number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 638,360,052 common shares, no par value, outstanding as of March 5, 2007.

Documents Incorporated By Reference: None.

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


PART 1

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,” and 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

Silverado Gold Mines Ltd. is engaged in the acquisition and exploration of mineral properties in the State of Alaska, through its wholly owned subsidiary, Silverado Gold Mines Inc. and in the development of a liquid fuel derived from low-rank coal through its wholly owned subsidiary, Silverado Green Fuel, Inc.

SILVERADO has committed over three decades of work to the exploration, development and test mining of gold properties throughout North America. In the mid-1980’s, the Company decided to focus all its efforts in Alaska. We have extensive experience in geological, geochemical and geophysical exploration techniques. Our mineral holdings are located in the Fairbanks Mining District and in the Koyukuk Mining District, consisting of both lode and placer mining claims. At the present time, our primary focus is the exploration and development of our Nolan Gold Project, and our Hammond property located 175 miles north of Fairbanks, Alaska. We are also continuing with exploration activities on our Eagle Creek Property and our Ester Dome Project, which are both located in the Fairbanks Mining District.

SILVERADO has been working for six years through its “Low-Rank Coal-Water Fuel (Green Fuel)” division on the development of “Green Fuel”, a non-toxic liquid fuel product derived from sub-bituminous and lignite coal. In its finished form the fuel is a non-toxic, non-hazardous environmentally friendly strategic (liquid) fuel. Silverado is seeking financing to enable us to proceed with the construction of a commercial demonstration facility designed to document the combustion characteristics of Green Fuel. A successful demonstration project could lead to construction of a commercial production facility to manufacture the low-rank coal-water fuel as a replacement for oil fired boilers and utility generators. In addition we look forward to our continued planning and progress designed to create a secondary fuel and other product facility designed to gasify and liquefy our green fuel to facilitate the creation of low cost rocket fuel, aviation fuel, gasoline, diesel fuel, synthetic natural gas, synthetic petrochemical feed–stocks, hydrogen for fuel cells, plastic, fertilizers, explosives, urea, ammonia CO2 for enhanced recovery in oil well production as well as a host of other products, all free of sulphur, heavy metals and particulate matter.

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CORPORATE ORGANIZATION

Silverado Gold Mines Ltd. was incorporated under the laws of British Columbia, Canada in June 1963. Silverado operates in the United States through its wholly owned subsidiaries, Silverado Gold Mines Inc., (incorporated May 29, 1981) and Silverado Green Fuel Inc. (incorporated August 14, 2006). 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 effect transition under the BC Business Corporations Act by filing with the British Columbia Registrar of Companies a transition application and notice of articles within two years following the coming into force of the BC Business Corporations Act.

Our exploration activities are managed and conducted by affiliated companies, Tri-Con Mining Ltd. (“Tri-Con”), and Tri-Con Mining Inc. pursuant to written operating agreements. Each of Tri-Con, and Tri-Con Mining 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.

MINERAL EXPLORATION BUSINESS

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

  1.

Nolan Gold Project;

  2.

Ester Dome Gold properties;

  3.

Hammond properties; and

  4.

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:

PLAN OF OPERATIONS

1 Nolan Gold Project

The Nolan Gold Project consists of two areas of exploration and development. The Nolan Placer Gold project involves exploration and development of gold occurring in placer deposits such as stream channels or ancient remnants of placer gold deposits. The second part of the project is the Nolan Lode Gold Project. The lode gold project consists of exploration work designed to locate bedrock structures or formations of bedrock which host gold mineralization. The two facets of the Nolan Gold Project, complement each other, as every stone or pebble in a placer deposit is a piece of rock eroded from some near or distant bedrock formation, each gold nugget or grain of gold in a placer deposit was originally part of a bedrock formation or structure with lode gold mineralization. The search for a lode source is unravelling the sequences of events that caused a placer deposit to form. During the summer of 2007, we will be removing scrap materials, sealing the Swede Channel portal and covering tailing ponds as part of four reclamation obligations with the Bureau of Land Management.

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1.1 Swede Channel and Mary’s East bulk sampling projects

The Swede Channel Placer Gold Deposit (“Swede Channel”) is a glacial drainage perched several hundred feet above the Nolan Creek Valley. During the ice age, a glacial event caused the Swede Gulch to rapidly erode a deep, narrow water channel across earlier gold bearing river gravel deposits. Erosion and transportation caused the gold bearing gravel to be re-concentrated due to removal of the lighter gangue minerals, while much of the heavier gold, along with boulders and coarse gravel common to a high energy drainage environment, was deposited to the Swede Channel. Subsequent post glacial uplift and erosion has established the present topography including the perched Swede Channel location on the westerly flank of Smith Dome, and overlain by up to 100 feet of overburden making it an unidentifiable surface topographic expression.

The Mary’s East Placer Gold Deposit (“Mary’s East”) is located a few hundred yards northeast of the Swede Channel and directly east of Mary’s Bench Placer Gold Deposit. Mary’s Bench was mined by underground methods during the winter of 1993-1994. The Mary’s Bench winter stockpile from 1993-1994 contained 16,123 Bank Cubic Yards (BCY) of gravel, and was sluiced in the summer of 1994. Processing the gravel yielded 2,697 troy ounces of gold nuggets and dust.

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.

1.1.1 Swede Channel and Mary’s East 2006 Work

During the winter of 2005, Silverado began an underground exploration and development program on the Swede Channel. Continuing into 2006, Silverado installed about 900 feet of exploration drifts by underground tunnelling methods into the Swede Channel. Prior bulk sampling had shown the channel to contain gold in the basal gravels, so the project was designed to obtain a large bulk sample from the tunnel being advanced into the channel. The 2005-2006 winter stockpile contained 8,896 loose cubic yards (LCY) of gravel material, and was processed from June 28th through July 20th of 2006, yielding 939.07 troy ounces of gold nuggets and dust. The Swede portal was re-opened in early November of 2006, and gravel extraction is expected to continue into January of 2007.

The Mary’s East was discovered through drilling during 2004. Subsequent infill drilling during 2006 showed a bedrock shelf perched about 40 feet higher in elevation than the Mary’s Bench deposit, and to host a gold bearing gravel layer at the bedrock contact. Ten holes were drilled during 2006, and seven of the ten holes identified a gold bearing layer 3 to 10 feet thick with significant to exceptional gold values. (See Table 1.) A plan to install a portal and remove a large bulk sample will commence during January of 2007.

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Table 1. 2006 drill holes in Mary’s East with intercepts greater than 0.03 troy ounces gold per BCY

ROTARY INTERSECTION DEPTH   TROY OUNCES GOLD PER
DRILLHOLE # FROM SURFACE SAMPLE WIDTH BANK CUBIC YARD
       
06MB22 40 - 45 ft 5 ft 0.17
06MB22 40 - 50 ft 5 ft 1.72
06MB23 45 - 50 ft 5 ft 0.13
06MB24 45 - 48 ft 3 ft 0.04
06MB26 30 - 35 ft 5 ft 0.07
06MB26 35 - 40 ft 5 ft 0.77
06MB27 25 - 30 ft 5 ft 0.52
06MB28 30 - 32 ft 2 ft 0.07
06MB29A 18 - 22 ft 4 ft 0.03

1.1.2 Swede Channel and Mary’s East 2007 Work Plan

During 2007, the remaining sections of the Swede Channel will be removed by underground retreat mining methods, and stockpiled for summer processing. It is estimated that up to 12,000 LCY will be stockpiled from the remaining Swede Channel. The Swede project is expected to be completed by the middle of January 2007. During early January 2007, crews installed an adit into Mary’s East, and began an underground drift into the Mary’s East deposit. This will be a horizontal opening utilizing the same equipment as was used for the Swede Channel. The tunnel will be advanced as far into the deposit as time will permit before the warm spring weather arrives. The portals will be sealed for the summer, and the Swede and Mary’s East stockpiles will be processed at the existing sluice plant location, which was installed in 2006. The sluicing operations during 2007 will be a turn key operation as the necessary equipment, pipelines and pond systems remain in place from 2006 operations.

Reclamation will be an ongoing summer project with a goal to reclaim at least 10 acres of the project. Once the fall freeze up arrives, the Mary’s East portal will be re-opened and underground work will continue through 2007 year end.

Budget projections for this project are detailed under the section “Projected Annual Budget for 2007”.

There is no assurance that either the Swede Channel or the Mary’s East Bulk sampling projects will recover gold with a value greater than the costs associated with extraction and processing.

1.2

Nolan Gold Project Exploration

   
1.2.1

Nolan Placer Gold Exploration 2006

During 2006, 39 placer exploration drill holes with a total of 2,070 feet were completed. Drilling was allocated to infill drilling in the Mary’s East area (10 holes), Swede Channel - Mary’s Bench area (20 holes), and the newly acquired Topnotch Prospect (9 holes). The drill samples were processed on site by industry accepted standard gravity methods.

1.2.2 Nolan Placer Gold Exploration 2007 Work Plan

During 2007, as many as 140 drill holes are planned to be drilled for placer exploration. The drilling will be performed by drill contractors, and is planned to be concentrated along the left limit of Nolan Creek to explore the north, east, and south of the Mary’s East and Swede Channel deposits. In fill drilling will take place within the area between the Mary’s East/Swede Channel and the Topnotch Prospect. All of the targets are well above the elevation of Nolan Creek.

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Workman Bench, located near the confluence of Smith and Nolan Creek, which was mined on a small scale during 1999-2000, will also be drilled to fill in information gaps identified from prior drilling in this area. Budget projections for this project are detailed under the section “Projected Annual Budget for 2007”.

There is no assurance a commercially viable placer gold deposit will be developed as a result of this drilling.

1.3

Nolan Lode Gold Exploration

   
1.3.1

Nolan Lode Gold Exploration 2006

During 2006, three dimensional modelling programs were used to integrate all past lode exploration information. One 45 degree angle drill hole was completed to 300 feet of down dip length, and three lode exploration trenches for a total of 920 feet were completed during 2006. The trenching was undertaken to investigate gold bearing antimony-quartz vein systems in an area north of Smith Creek. This area is part of the Solomon Shear, a five mile long gold bearing shear zone, which is a possible source of placer gold in the Nolan valley drainages, and bench deposits such as Swede Channel, Mary’s East Bench, Mary’s Bench, Eureka Bench, and Workman’s Bench.

Trenching successfully identified three lode zones that contain antimony-gold-quartz veins. The “main zone” has a width of 190 feet (60m). The widths of the antimony-gold-quartz veins within the main zone (Sb-Au-Qtz veins) vary, from a quarter inch to seven inches. Spacing of veins also varies, from a quarter inch to several feet.

A total of 71 rock samples were collected during the trenching campaign and submitted to ALS Chemex in Fairbanks Alaska for analysis. Out of these 71 samples, 32 samples show gold values higher than 0.3 g/t, ranging from 0.307 g/t Au to 25.8 g/t Au (see Table 1.3.1) . 29 of the 71 trench samples show antimony values higher than 0.1%, ranging from 0.1% Sb to more than 5% Sb. A total of 13 samples show antimony values higher than 5%. This indicates high grade antimony ore which would be a valuable co-product along with the gold. A summary of results is included in Table 1.3.1.

Table 1.3.1. 2006 trench sample results of 0.3 g/t Au and higher.

Sample
#
Sample
Width
Au g/t
(grams/tonne)
Au opt (troy
oz/ton)

Sb %
06ST001 1 ft 4.630 0.15 19.96
06ST002 1 ft 1.515 0.05 35.77
06ST003 1 ft 0.398 0.01 1.73
06ST010 5 ft 0.680 0.02 6.59
06ST016 10 ft 0.319 0.01 0.03
06ST019 5 ft 0.997 0.03 0.09
06ST023 10 ft 0.307 0.01 0.11
06ST025 5 ft 1.785 0.06 8.28
06ST026 1 ft 0.800 0.03 0.85
06ST027 1 ft 3.590 0.12 31.87
06ST028 1 ft 4.280 0.14 3.05
06ST029 1 ft 0.311 0.01 0.2
06ST030 1 ft 0.774 0.03 34.96
06ST031 1 ft 1.135 0.04 2.35

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06ST032 1 ft 2.210 0.07 8.07
06ST036 10 ft 0.409 0.01 0.02
06ST049 10 ft 0.485 0.02 0.71
06ST051 10 ft 0.305 0.01 0.02
06ST054 10 ft 0.368 0.01 0.02
06ST056 1 ft 0.562 0.02 0.04
06ST057 1 ft 0.848 0.03 0.01
06ST058 1 ft 0.641 0.02 40.86
06ST061 1 ft 25.800 0.83 20.18
06ST062 1 ft 3.080 0.10 3.4
06ST063 1 ft 2.960 0.10 8.43
06ST064 1 ft 3.290 0.11 0.19
06ST066 1 ft 4.110 0.13 17.42
06ST067 1 ft 3.720 0.12 0.08
06ST068 1 ft 1.060 0.04 1.41
06ST069 2 ft 0.575 0.02 0.1
06ST070 8 ft 1.555 0.05 0.08
06ST071 1 ft 1.375 0.05 46.33

1.3.2 Nolan Lode Gold Exploration 2007 Work Plan

During 2007, lode exploration work will consist of both drilling and trenching. A minimum of five trenches will be excavated to expose the underlying bedrock in areas which have yielded encouraging results from geologic, geochemical and geophysical investigations. The trenches will be mapped and sampled in detail. This information will be integrated and useful in the selection targets for lode exploration drilling. Once trenching sample data has been analyzed and integrated with existing data, a series of drill holes will be drilled to identify bedrock structures and any associated mineralized bedrock formations. Drilling methods may include either rotary drilling or core drilling.

All laboratory analytical work will be performed by an outside certified assay laboratory. Samples from all areas are carefully collected and transported under a chain of custody system to ensure sample integrity. Sample splits are retained by the company for verification and additional testing, if necessary. The total amount of lode exploration drilling performed during 2007 will be determined early in the year, and are contingent on funding availability and the quantity and extent of drill targets developed during the trenching phase of the program.

Budget projections for this project are detailed under the section “Projected Annual Budget for 2007”.

There is no assurance that a commercially viable lode gold bearing mineral deposit exists on the Nolan Gold Project. Further exploration will be required before sufficient information is available to determine the presence of a lode gold deposit at Nolan. Even if a lode gold occurrence exists on the property, there is no assurance that it would be economically feasible as an ore deposit.

2

Ester Dome Property

   
2.1

Ester Dome Property 2006 Work

The properties comprising our Ester Dome gold project are discussed in detail under the heading Description of Properties in this annual report. During 2006, reclamation work was completed on the Ester Dome Property. The work consisted of backfilling open cuts which were excavated during operations conducted to supply gold bearing rock to our Grant Mill Facility. The Ethel and Elmes pits were backfilled with an estimated 200,000 cubic yards of stockpiled waste rock, and then covered with a layer of stockpiled organic material to facilitate re-vegetation. In addition, all remaining exploration trenches were backfilled, stabilized, and seeded to resist surface erosion. Annual assessment work was

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completed and all claim rental payments were made to maintain the property in good standing. Fairbanks North Star Borough taxes were paid on the mill facility and mine facilities in the sum of $9,400.44.

2.2 Ester Dome Property 2007 Work Plan

During 2007, we plan to complete the closure of the Grant Mill Tailings Pond. This pond is filled to capacity, and will be capped and decommissioned after a final approval of the tailings pond closure plan is received from State of Alaska regulatory agencies. A meaningful program will be completed during the summer months to explore for and identify small high-grade gold anomalies as well as larger low-grade gold anomalies. Several large scale projects have been proposed over the past ten years, but shelved either as a result of poor market conditions or due to internal decisions to favour shifting financial and manpower resources to the Nolan Project.

One project being considered is environmentally friendly bio-degradable urea heap leaching of crushed and agglomerated gold ore after coarse gold has been recovered from the crushed ore by conventional gravity and water methods. A second project being studied involves mining of the O’dea structure by underground methods. All past mining stopped at the 200 foot level of the workings, which is just above the water table. Close spaced diamond drilling between the 200 foot and 1,000 foot levels prove the existence of several significant high grade ore shoots within the O’Dea breccia zone.

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 2007.

3

Hammond Property

   
3.1

Hammond Property 2006 Work

A total of 39 drillholes were completed at Slisco Bench during our exploration program during the summer of 2006. These holes were drilled with a Schramm “all terrain” reverse circulation drill rig. All holes penetrated bedrock for a total of 4,782 feet drilled with sample intervals ranging from 5 to 10 feet in length. The entire sample was processed through an on-site Denver Gold saver to produce a mineral concentrate (sulfides, heavy rock particles +/- gold). This concentrate was bagged, labelled, and transported to our onsite lab for panning and assay turn around. All gold particles and nuggets observed were weighed.

Drill results confirm the presence of gold in areas of previous drilling and have identified a channel containing placer gold that extends for a length of over 1,800 feet. The channel remains open to the southeast and there is evidence of one or more tributary channels that remain to be explored in the near future. Within the Slisco Channel, the placer gold occurs on bedrock and on a second horizon about 20 feet above the bedrock channel. Pay layer thicknesses range from 5 to 10 feet. To date, 20 out of 39 drill holes have been processed and analyzed for placer gold. Out of these 20, 11 drill holes show visible gold with values ranging from 0.009 to 0.495 troy ounces per bank (inplace) cubic yard (TO/BCY). Table 1 presents results of 0.01 troy ounces per bank (inplace) cubic yard (TO/BCY).

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Table 1: 2006 Slisco Bench drill results of 0.01 troy ounces or better per BCY

      TROY OUNCES
  INTERSECTION DEPTH   GOLD PER BANK
ROTARY DRILLHOLE # FROM SURFACE SAMPLE WIDTH CUBIC YARD
06SB-68 160 - 165 ft 5 ft 0.091
06SB-73 126 - 130 ft 4 ft 0.010
06SB-77 140 - 145 ft 5 ft 0.033
06SB-77 145 - 150 ft 5 ft 0.025
06SB-77 150 - 155 ft 5 ft 0.025
06SB-77 165 - 170 ft 5 ft 0.025
06SB-78 120 - 130 ft 10 ft 0.033
06SB-78 170 - 175 ft 5 ft 0.157
06SB-82 110 - 120 ft 10 ft 0.012
06SB-83 110 - 115 ft 5 ft 0.025
06SB-83 115 - 120 ft 5 ft 0.495
06SB-84 10 - 20 ft 10 ft 0.062
06SB-84 20 - 30 ft 10 ft 0.021
06SB-86 60 - 65 ft 5 ft 0.0083
06SB-88 85 - 90 ft 5 ft 0.0165
06SB-89 20 - 25 ft 5 ft 0.0165
06SB-89 70 - 75 ft 5 ft 0.0083
06SB-89 75 - 80 ft 5 ft 0.0083
06SB-89 95 - 100 ft 5 ft 0.0165
06SB-93 40 - 45 ft 5 ft 0.0165
06SB-95 40 - 45 ft 5 ft 0.0083
06SB-99 45 - 50 ft 5 ft 0.0083

3.2 Hammond Property 2007 Work Plan

The higher placer gold values in both pay layers are located within the left limit of the Slisco Channel. In addition to the encouraging drill results to date, the potential of extending the channel to the southeast plus the possibility of discovering gold bearing tributary channels, make this an exciting prospect for additional discoveries. During the summer of 2007, a series of drill holes will be completed to explore for the extension of the Slisco Channel to the south. Presently, it has been traced for 1,800 feet. The drill program will also seek to define any gold bearing tributaries to the Slisco Channel.

This project may require additional funding for the company. Even if funding is acquired, there is no guarantee that a commercial gold bearing placer deposit will be developed. Even if a gold bearing deposit is developed, additional funding will be required to mine the deposit, and until a feasibility study is completed, there is no guarantee that the deposit will be profitable to mine.

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. During 2006, annual assessment work was completed on the property, and rental payments were made to keep the mining claims in good standing.

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4.1 Eagle Creek Property 2007 Work Plan

During 2007, annual assessment work will be completed on the property to keep the mining claims in good standing. Assessment work will be focused on the Northwest part of the claim block, where drilling and trenching has defined an intrusive host rock, thought to be a sill, containing low grade gold, silver and antimony mineralization. If funding permits, the company will design a drilling program to further investigate the gold and by-product mineral distribution of the intrusive. Additional work will also be completed on the Number One Vein. The Number One Vein was the lode quartz gold structure which has been mined commercially for antimony.

Completing the 2007 work plan will be contingent on available funding. Even if funding becomes available, there is no assurance that a commercial gold-silver-antimony deposit will be defined. A commercially viable economic mineral deposit has not been defined on the property, and there is no assurance that a commercially viable economic mineral deposit exists on the property.

2007 Exploration Budget

Projected Annual Budget for Fiscal Year 2007

Nolan Gold Project

Mining-Swede Channel and Mary's East

Salaries $  126,000          
Wages   345,000          
Supplies   300,000          
Sundries   75,000          
        846,000      
               
Summer Processing and Reclamation          
               
Summer Processing   121,000          
Marketing of Production   26,000          
Underground Preparation   60,000          
Supplies   54,000          
Sundries   160,000          
Security   24,000          
        445,000      
               
Drilling and Exploration Program - Nolan Gold Placer          
               
Salaries   60,000          
Wages   120,000          
Supplies   72,000          
Sundries   48,000          
Drilling Contractor   36,000          
        336,000      
               
Drilling and Exploration Program- Nolan Gold Lode          
               
Salaries   140,000          
Wages   280,000          
Supplies   168,000          

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Sundries   112,000              
Drilling Contractor   84,000              
        784,000        
                   
Permitting and Annual Regulatory Land Fees              
and Filings                  
                   
Federal Mining Claim costs   65,000              
Filing Fees   800              
Bonding and Permits   2,000              
        67,800        
                   
Total Costs for the Nolan Gold Project         2,478,800    
                   
Ester Dome Project                  
                   
 Reclamation   300,000              
 Exploration and Geological   10,000              
 Federal Mining Claim costs   200              
 State Mining Claims costs   6,000              
 Filing Fees   400              
 Bonding and Permits   1,000              
                   
Total Costs for the Ester Dome Project         317,600    
                   
Eagle Creek Project                  
                   
 Exploration and Geological   10,000              
 State Mining Claims costs   10,000              
 Filing Fees   600              
 Bonding and Permits   600              
                   
Total Costs for the Eagle Creek Project         21,200    
                   
Hammond Project                  
                   
 Salaries   10,000              
 Federal Mining Claim costs   7,500              
 Wages   15,000              
 Drilling Contractor   60,000              
 Supplies   18,000              
 Sundries   9,500              
 Filing Fees   400              
 Bonding and Permits   1,000              
                   
Total Costs for the Hammond Project         121,400    
                   
Total Budget All Project for Fiscal 2007       $  2,939,000    

Completion of all of the projects described in the 2007 work plan may be contingent on additional funding. There is no assurance that additional funding, if required will be obtained. Even if the additional funding is obtained, there is no assurance that a commercial ore deposit will be developed. Revenues from any anticipated gold sales may be insufficient to cover the costs of the gold recovery.

- 11 -


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. under the supervision of Dr. Warrack Willson, Vice-President of Fuel Technology. The fuel product is called low-rank coal-water fuel (LRCWF or Green Fuel), 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 Green Fuel enjoys all the benefits of liquid handling and storage, Green Fuel allows coal to be used sight unseen and is made from coal, America’s most abundant fossil energy resource. This fuel is produced by the fine grinding of low-rank coal, and subsequent hydrothermal treatment of the finely ground coal particles. Hydrothermal treatment (HT) is an advanced technology, featuring moderate temperature/pressure, non-evaporative treatment or hot water drying, which irreversibly removes most 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 the product retains all of the desirable combustion characteristics of low-rank coal. When Green Fuel is injected into a boiler, the particles ignite and burn rapidly, which leads to little or no boiler de-rating when substituted for oil. We believe that demand for the Green Fuel 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.

On December 18, 2006, Silverado Green Fuel Inc. announced the signing of a Memorandum of Understanding (MOU) between Choctaw County, the Choctaw County Economic Development District, the Mississippi Development Authority (MDA) and Silverado Green Fuel Inc. The MOU is an agreement to build the country’s first Low-Rank Coal-Water fuel commercial demonstration plant at the Red Hills Ecoplex just outside of Ackerman, MS.

Under the terms of the agreement, Choctaw County Economic Development District will provide Silverado Green Fuel Inc. a 14 acre site at the Ecoplex. Choctaw County will clear the site in preparation for construction. The County has also agreed to construct the plant facility building based on Silverado’s specifications. The MDA will provide for the infrastructure through a series of grants. Silverado Green Fuel Inc. will provide the proprietary technology developed by Dr. Warrack Willson. Silverado will run the facility, which is expected to produce hundreds of jobs during the construction phase and 45 permanent jobs.

GOVERNMENT REGULATION

Our Nolan Gold Project and our Hammond River project are 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 projects must be carried out through an APMA, Alaska Placer Mining Application, which is a permit issued by the State of Alaska and the Bureau of Land Management. Current exploration activities on the Nolan Gold Project are currently being carried out under a permit approved by the Bureau of Land Management under a 2006 plan of operations submitted by us to the Bureau of Land Management. A Permit for 2007 operations was submitted during December of 2006. 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 the Fish and Game Department. 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.

- 12 -


 

In addition to the federal permit, we also hold U.S. Environmental Protection Agency water discharge permits for wastewater discharges, which require monitoring and 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 notwithstanding our Industrial classification, 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.

Our Nolan Gold Placer Property is comprised of 197 contiguous unpatented federal placer mining claims located within the Nolan and Hammond River drainage systems. Silverado also holds 2 unpatented federal placer mining claims located on Marion Creek and 5 unpatented federal placer mining claims located on Clara Creek. Both Clara and Marion Creeks are left limit tributaries to the Middle Fork of the Koyukuk River. The Clara Creek and Marion Creek claims are located approximately 1.5 and 3 miles north of Coldfoot, Alaska, and are situated near the Dalton Highway. Silverado is the registered owner of all 204 placer claims. Over the years, on this Nolan Gold Property, Silverado has conducted operations referred to as the Nolan Deep Channel, the Smith Creek, the Thomson’s Pup, the Mary’s Bench, Swede Channel, Mary’s East, Archibald Creek, Mary’s East, and Workman Bench claims, Upper Nolan Creek, Dolney Bench, West Block, 3 B 1 on Nolan Creek, and Eureka Bench, and others. During 2006, Silverado purchased 6 unpatented federal placer mining claims along the right limit of Smith Creek, which are referred to as the Topnotch Property, and staked an additional 7 placer mining claims along Smith and Swift Creeks. The main block of contiguous Nolan Placer claims cover approximately 6 square miles of creeks and fluvial terraces and uplands.

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.

Our Ester Dome Project is comprised of fifty-one (51) unpatented state mining claims and one (1) federal non-patented mining claim. State claims are managed by the State of Alaska. Federal claims are managed by 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 (DNR), the Department of Environmental Conservation (ADEC), and Fish and Game (F & G), the Bureau of Land Management (U.S. BLM), and the U. S. Army Corps of Engineers (ACOE). The claims which contain the Grant Mill facility, support structures and offices, are located inside the Fairbanks North Star Borough (FNSB) and are subject to annual tax assessments. During 2006, property taxes were paid to the FNSB in the amount of $ 9,400.44.

- 13 -


Our Eagle Creek Property is comprised of seventy-seven (77) State non-patented mining claims. State claims are managed by the State of Alaska. 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, the Bureau of Land Management, and the U. S. Army Corps of Engineers.

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.

RESEARCH AND DEVELOPMENT EXPENDITURES

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

    December 1, 2005     December 1, 2004  
    to November 30, 2006     to November 30, 2005  
Research and Development            
Expenditures: $ 129,698   $ 120,293  

Research and development activities were primarily attributable to the pursuit of the development of our Green 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. 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 through gold recoveries, 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.

- 14 -


As 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 working capital of $2,689,670 as of November 30, 2006. We did not report revenues in our last three fiscal years ended November 30, 2006, 2005 or 2004. Our plan of operations calls for expenditures of a minimum of $2,939,000 to be incurred by us over the next twelve months in order to continue our mining exploration activities at the Nolan Gold, Ester Dome, Eagle Creek and Hammond Projects. 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 may 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 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 offset 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.

- 15 -


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 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 fewer 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 fewer 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 fewer 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 recognize 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.

- 16 -


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 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.

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.

- 17 -


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 $26 million. Even if the demonstration facility were constructed and operational, there is no assurance that the commercial 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.

ITEM 2. DESCRIPTION OF PROPERTY

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.

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 may 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.

- 18 -


 

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:


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:

- 19 -



(a) Nolan Gold Placer Property

The Nolan Gold Placer Property is comprised of 197 contiguous unpatented federal placer mining claims located within the Nolan and Hammond River drainage systems. Silverado also holds 2 unpatented federal placer mining claims located on Marion Creek and 5 unpatented federal placer mining claims located on Clara Creek. Both Clara and Marion Creeks are left limit tributaries to the Middle Fork of the Koyukuk River. The Clara Creek and Marion Creek claims are located approximately 1.5 and 3 miles north of Coldfoot, Alaska, and are situated near the Dalton Highway. Silverado is the registered owner of all 204 placer claims. Over the years, on this Nolan Gold Property, Silverado has conducted operations referred to as the Nolan Deep Channel, the Smith Creek, the Thomson’s Pup, the Mary’s Bench, Swede Channel, Mary’s East, Archibald Creek, Mary’s East, and Workman Bench claims, Upper Nolan Creek, Dolney Bench, West Block, 3 B 1 on Nolan Creek, and Eureka Bench, and others. During 2006, Silverado purchased 6 unpatented federal placer mining claims along the right limit of Smith Creek, which are referred to as the Topnotch Property, and staked an additional 7 placer mining claims along Smith and Swift Creeks. The main block of contiguous Nolan Placer claims cover approximately 6 square miles of creeks and fluvial terraces and uplands.

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.

(b) Nolan Lode

The Nolan Lode claims are comprised of 309 unpatented federal lode claims. During 2006, Silverado acquired 242 of those lode claims by a claim staking program. Ownership of these federal lode claims is in the name of Silverado Gold Mines Inc. This area encompasses approximately 11 square miles.

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, Archibald and Smith 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 these areas.

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

- 20 -



YEAR



STATUS OF
OPERATIONS


NATURE OF
OPERATIONS



LOCATION


BCY
MINED


Tr.Oz.GOLD
RECOVERED


RECOVERED
GRADE
OZ/BCY
(Bank Cubic
Yards)
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
Exploration
Surface
Operations
Archibald
Creek
Surface
5,947

128

0.022

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







2006

Test Mining
During
Exploration
Underground
Operations
Swede
Channel
Underground
6,843

939

0.137

TOTALS       247,292 19,446 0.0786

*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.

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 placer mining activities.

- 21 -


During the winter of 2005, Silverado began an underground exploration and development program on the Swede Channel. Continuing into 2006, Silverado installed about 900 feet of exploration drifts by underground tunnelling methods into the Swede Channel. Prior bulk sampling had shown the channel to contain gold in the basal gravels, so the project was designed to obtain a large bulk sample from the tunnel being advanced into the channel. The 2005-2006 winter stockpile contained 8,896 loose cubic yards (LCY) of gravel material, and was processed between June 28th through July 20th of 2006, yielding 939.07 troy ounces of gold nuggets and dust. The Swede portal was re-opened in early November of 2006, and gravel extraction is expected to continue into January of 2007.

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

We have spent approximately $28,500,000 over the last 19 years acquiring, exploring and undertaking test mining activities and test exploration on the Nolan Gold Project. Up to November 31, 2006, we have completed 721 drill holes with a cumulative total of 43,365 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 10 lode exploration drill holes with a cumulative total of 2,320 feet of drilling.

We also have a gold recovery facility located at the Nolan Gold Project that is used to recover gold from gravel that we extract during test mining activities as part of our exploration of the Nolan Gold Project. This gold recovery facility was modernized in 2006. 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.

During the winter of 2005, Silverado began an underground exploration and development on the Swede Channel. Continuing into 2006, Silverado installed about 900 feet of exploration drifts by underground tunnelling methods into the Swede Channel. Prior bulk sampling had shown the channel to contain gold in the basal gravels, so the project was designed to obtain a large bulk sample from the tunnel being advanced into the channel. The 2005-2006 winter stockpile contained 8,896 loose cubic yards (LCY) of gravel material, and was processed between June 28th and July 20th of 2006, yielding 939.07 troy ounces of gold nuggets and dust. The Swede portal was re-opened in early November of 2006, and gravel extraction is expected to continue until the spring thaw of 2007.

The Mary’s East Placer Deposit was discovered by drilling in 2004. Subsequent infill drilling during 2006 showed a bedrock shelf perched about 40 feet higher in elevation than the Mary’s Bench deposit, which hosted gold bearing gravel layers at the bedrock contact. During 2006, 39 placer exploration drill holes with a total of 2070 feet were completed. Drilling was allocated to infill drilling in the Mary’s East area (10 holes), Swede Channel- Mary’s Bench area (20 holes), and the newly acquired Topnotch Prospect (9 holes). The drill samples were processed on site by industry accepted standard gravity methods.

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:

  1.

To identify surface or sub-surface placer deposits at our Nolan Gold Project that are prospective for test mining operations. In general, these deposits are located on 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), Lower Nolan Bench and Mary’s East including areas adjoining to the north, east and south. 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 and areas adjoining north, east and south as well as, the Swede Channel and the areas adjoining to the east and south, 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. The newly acquired Topnotch property may also be a priority target during fiscal 2007.

- 22 -



  2.

To determine whether there is a potential lode deposit of gold 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 as differentiated from placer gold which is gold that has been removed from its host rock by the process of erosion, our combined and re-concentrated down gravity drill, trench, geologic and geophysical work well be part of our on-going investigations to determine whether there exist one or more lode deposit on the Nolan Gold project that could be 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 (deep channel) 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 and publications as well as the trenching and exploration drilling of target areas.

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

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  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.

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 prepared by Mr. W. Murton, P. Eng., an independent qualified person under Canadian Policy NI 43 – 101, he 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

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.

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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
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.

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

2. Ownership Interest

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, 2006, we were in arrears of required mineral property claims and option payments of $350,000 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 group of placer gold mining claims overlying the Slisco Bench, and located along the right limit of the Hammond River. 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 approximately eighty thousand ounces of placer gold, including the second largest gold nugget ever discovered in Alaska – a nugget weighing more than 135 ounces.

The Bench was first staked by Martin Slisco, and prospected by hand methods since the 1930’s, but no commercial production was recorded. During the late 1970’s, placer gold, including some nuggets characteristic of the Koyukuk Mining District were recovered by open cut prospecting and bulk sampling from a prospect pit at the northern end of the bench. The prospect pit was open to bedrock and with a nominal 20 feet of overburden exposed, indications were favourable for defining a large open pit mine-able placer gold deposit. The surface topography indicates the bench could extend up to 4,500 feet southerly from the prospect pit. Beyond that distance the bench is intersected by the present Hammond River Channel where past and ongoing erosion has removed all surface expression of the bench. Below that intersection, the bench has been eroded and during 1995, Silverado completed a Phase I drill program, completing 64 drill holes to the south of the prospect pit. Analysis of the data from the Phase I program determined that the Slisco Bench surface topography conceals an ancient gold bearing channel. Depths of drilling to bedrock were much deeper than anticipated. Several hundred feet south of the prospect pit bedrock depths are about 60 feet below surface, increasing to more than 230 feet in depth at a distance of 1,200 feet south of the prospect pit. The gravel layer at bedrock was found to contain encouraging and sometimes, significant placer gold content at channel bottom intercepts.

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

During 2006, we commenced drilling along the Slisco deep channel. By the end of fiscal 2006, an additional 39 drill holes with a total of 4,782 feet were completed. This exploration work was done to define the length of the Slisco deep channel. Phase one and Phase two drilling, sampling, and sample analysis of a total of 103 drill holes, has served to delineate the Slisco deep channel for a total length of 1800 lineal feet. Surface topography indicates that the channel could cover a length of up to 4,500 feet.

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A drilling program is planned to explore the remaining 2,700 feet extending south from the present known location of the Slisco deep channel. Additional in-fill drilling will be necessary along the length of the channel, as well as potential gold bearing tributaries, and other areas by drilling fences or lines of drill holes with close hole spacing across the channel bottom. These holes will be necessary to ascertain the width of the channel, and to collect adequate sample data at close spacing, for mining feasibility studies. After completing the Phase one and Phase two drilling, data showed the channel to be narrower than the surface topography indicated and bedrock depths increased to the south. Present known maximum depth is 230 feet. We presently estimate that as many as several hundred additional drill holes would be necessary to fully define and evaluate the Slisco deep channel. The Slisco deep channel is presently in a state of ongoing exploration, and there is no camp, production facilities, or equipment located on the property. Currently, there is no power supply to the Hammond property. All support for ongoing and planned work on the property is currently provided from the Nolan Creek Camp.

5. Geology

The primary areas of geological interest on the Hammond Property are the placer gold deposits, which 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

Cautionary Note to U.S. Investors concerning estimates of Indicated 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 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
Hammond /
Slisco Bench

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


42,800 BCY


0.03 oz/BCY


Inferred
Resource

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.”

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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:


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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 September 1, 2007. 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 4 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 discovered Irishman Vein. This work was all completed from the only levels established, the 50’, 100’ and 150’levels.

- 29 -


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 of gold bearing rock 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 were 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.

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.

- 30 -


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 drill grades and intercept width encountered 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 which had been partially defined by our 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 mined and 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 could 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 2006, 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 2007, our reclamation work will continue.

(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.

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.

- 31 -


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.

INDICATED RESOURCE ESTIMATE    

BLOCK

SQ. FEET

WIDTH FEET

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

- 32 -



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

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

- 33 -


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.

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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:


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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 September 1, 2007. There has been no legal survey on the claims. Ownership of the claims is in the name of 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, 2006, 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.

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 2006 other than assessment work and maintenance, and none is planned for 2007. 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.

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.

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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 $71,375 during fiscal 2006. The increase from fiscal 2005 to fiscal 2006 was because new claims were acquired at the Nolan Gold Project. We anticipate a similar amount as paid for fiscal 2006 will be due for fiscal 2007.

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, 2005 and fiscal 2006 and anticipate a similar amount will be due for fiscal 2007.

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.

 
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

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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,

Mineral claims up to 20 acres, located on federal land under the U.S.

Federal Placer Claims

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.

 

 

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

- 38 -



 

 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.

 
 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

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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 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.

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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.

 

 

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.


ITEM 3. LEGAL PROCEEDINGS.

We currently are not a party to any pending legal proceedings and, to our knowledge, no material 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, 2006.

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PART II

ITEM 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

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 range of high and low bid information of our common shares for each quarter within the last two fiscal years:

OTCBB:    
                                       QUARTER ENDED HIGH BID LOW BID
     
                                       November 30, 2004 $0.07 $0.06
                                       February 28, 2005 $0.09 $0.05
                                       May 31, 2005 $0.07 $0.03
                                       August 31, 2005 $0.07 $0.03
                                       November 30, 2005 $0.07 $0.04
                                       February 28, 2006 $0.21 $0.05
                                       May 31, 2006 $0.17 $0.10
                                       August 31, 2006 $0.11 $0.06
                                       November 30, 2006 $0.08 $0.05
     
BERLIN:    
                                       QUARTER ENDED HIGH BID LOW BID
     
                                       November 30, 2004 $0.05 $0.05
                                       February 28, 2005 $0.07 $0.03
                                       May 31, 2005 $0.05 $0.03
                                       August 31, 2005 $0.05 $0.03
                                       November 30, 2005 $0.06 $0.03
                                       February 28, 2006 $0.15 $0.04
                                       May 31, 2006 $0.13 $0.08
                                       August 31, 2006 $0.08 $0.04
                                       November 30, 2006 $0.06 $0.04
     
FRANKFURT:    
                                       QUARTER ENDED HIGH BID LOW BID
     
                                       November 30, 2004 $0.05 $0.05
                                       February 28, 2005 $0.07 $0.04
                                       May 31, 2005 $0.05 $0.03
                                       August 31, 2005 $0.05 $0.03
                                       November 30, 2005 $0.06 $0.03
                                       February 28, 2006 $0.16 $0.04
                                       May 31, 2006 $0.13 $0.07
                                       August 31, 2006 $0.08 $0.05
                                       November 30, 2006 $0.06 $0.04

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.

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HOLDERS OF COMMON SHARES

As at March 5, 2007, we had 638,360,052 common shares issued and outstanding that was 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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Set forth in the table below is information regarding awards made through equity compensation plans through November 30, 2006, for our last two fiscal years.

Equity Compensation Plan Information

  Number of    
  securities to be Weighted- Number of
  issued upon average exercise securities
  exercises of price of outstanding available for
  outstanding options, options, warrants, future plan
                                 Plan Category warrants, and rights and rights issuance
Equity compensation plans approved      
by security holders N/A N/A N/A
       
Equity compensation plans not      
approved by shareholders      
       
             2006 Stock Option Plan 31,100,000 $0.05 5,900,000
             2006-II Stock Option Plan 27,300,000 $0.07 700,000

On January 4, 2006, our Board of Directors adopted the 2006 Stock Option Plan (the "2006 Plan"). The 2006 Plan authorizes the issuance of options to purchase our common stock to directors, officers, employees, and eligible consultants. We reserved 37,000,000 shares of our Common Stock for awards to be made under the 2006 Plan. On April 11, 2006, we filed a registration statement on Form S-8 to register all 37,000,000 of such shares. The 2006 Plan is to be administered by a committee of two or more members of the Board of Directors. The 2006 Plan allows for the issuance of incentive stock options (which can only be granted to employees) and non-qualified stock options. The committee shall determine the type of option granted, the exercise price, the option term (which may be no more than ten years), and terms and conditions of exercisability.

On March 29, 2006, our Board of Directors adopted the 2006-II Stock Option Plan (the "2006-II Plan"). The 2006-II Plan authorizes the issuance of options to purchase our common stock to directors, officers, employees, and eligible consultants. We reserved 28,000,000 shares of our Common Stock for awards to be made under the 2006-II Plan. On March 31, 2006, we filed a registration statement on Form S-8 to register all 28,000,000 of such shares. The 2006-II Plan is to be administered by a committee of one or more members of the Board of Directors, and Mr. Garry L. Anselmo and Mr. James F. Dixon were named members of the committee charged with administering the 2006-II Plan. The 2006-II Plan allows for the issuance of incentive stock options (which can only be granted to employees) and non-qualified stock options. The committee shall determine the type of option granted, the exercise price, the option term (which may be no more than ten years), and terms and conditions of exercisability.

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RECENT SALES OF UNREGISTERED SECURITIES

We have not sold any unregistered securities during the last fiscal year other than those previously reported in Quarterly Reports on Form 10-QSB or Current Reports on Form 8-K and filed with the Securities and Exchange Commission.

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 exploration program is to continue with the mining of the Swede Channel, then move our underground operations into the Mary’s East deposit. We will install an adit into Mary’s East, and continue to drift into the bench of gold bearing placer gravel which has been defined by drilling. This underground work will continue until approximately the Middle of March, 2007, or until the ambient air temperature reaches a temperature too warm to ventilate the frozen underground workings. The underground workings will be sealed to prevent thawing of the permafrost tunnels. The underground work and stockpiling of gold bearing gravel will recommence when the freezing temperatures return late in the fall or early winter of 2007. During the spring and summer months, work at the Nolan Project will include processing the stockpiled gravel from the Swede Channel and Mary’s East through the sluice plant, which is installed and ready for operation. Sluicing will begin during June, or when the stockpiles have been sufficiently thawed to ensure liberation of gold from the gravel and sand matrix. Gold will be inventoried and prepared for marketing once the processing operations are completed. Reclamation work will be in progress throughout the summer and into fall. Our objective will be to reclaim 10 acres of disturbed surface area, while limiting 2007 surface disturbance to 5 acres or less. We work closely with the government agencies responsible for managing the lands that we work, and pride ourselves in being responsive and responsible stewards of the land. Our drilling program will be aimed at placer gold exploration, and lode gold exploration. Placer drilling will focus on a series of targets on the hillside benches. Lode drilling will be along the Solomon’s Shear trend, and designed to provide a better three dimensional understanding of the mineralized sections of the structure and how it is related to the placer gold deposits of the Nolan Creek area. If our budget permits, we will do further drilling on the Slisco deep channel. Our exploration work will provide a basis for the assessment of the feasibility of future additional exploration activities, including test mining activities, at 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:

  1.

To identify surface or sub-surface placer deposits at our Nolan Gold Project that are prospective for test mining operations. In general, these deposits are located on 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), Lower Nolan Bench and Mary’s East including areas adjoining to the north, east and south. 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 and areas adjoining north, east and south as well as, the Swede Channel and the areas adjoining to the east and south, 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

- 44 -



 

Nolan Bench has not been drilled. The newly acquired Topnotch property may also be a priority target during fiscal 2007.

     
  2.

To determine whether there is a potential lode deposit of gold 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 as differentiated from placer gold which is gold that has been removed from its host rock by the process of erosion, our combined and re-concentrated down gravity drill, trench, geologic and geophysical work well be part of our on-going investigations to determine whether there exist one or more lode deposit on the Nolan Gold project that could be 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 (deep channel) 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 and publications as well as the trenching and exploration drilling of target areas.

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 being spent on maintaining our properties, and 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 if we are able to proceed with our exploration plans, including our ongoing underground test mining activities. 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. However, at this time we are achieving recoveries from sales of gold.

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”. That “test mining” is the work described in the plans for Swede Channel test mining, and Mary’s East test mining. The objective of the test mining activities on the Nolan Gold Project is to expand our knowledge of the placer deposits on the Nolan Gold Project and to develop a cost effective method for working the deposits. While the irregular high grade nature of these deposits may preclude attainment of “reserve” categories; management does believe that we may be attaining profitability presently or soon, depending on the considerable increase of recovered gold this year anticipated over last. Profitability is the objective, while at the minimum we endeavour 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 may not be sufficient to pay for the full cost of exploration on the other hand it may. This could be a turning year for us. There is no assurance that our test mining activities will result in a final evaluation that a commercially viable lode or placer mineral deposit exists on any of our mineral properties that comprise the Nolan Gold Project.

- 45 -


Ester Dome Property

During 2007, we plan to complete the closure of the Grant Mill Tailings Pond. This pond is filled to capacity, and will be capped and decommissioned after a final approval of the tailings pond closure plan is received from State of Alaska regulatory agencies. A meaningful exploration program may be completed during the summer months to explore for and identify small high-grade gold anomalies as well as larger low-grade gold anomalies.

Completing the 2007 exploration work plan will be contingent on available funding.

Hammond Property

The encouraging drill results to date, the potential of extending the Slisco Channel to the southeast plus the possibility of discovering gold bearing tributary channels, make this an exciting prospect for additional discoveries. During the summer of 2007, a series of drill holes may be completed to explore for the extension of the Slisco Channel to the south. Presently, it has been traced for 1,800 feet. The drill program will also seek to define any gold bearing tributaries to the Slisco Channel.

This project will require additional funding for the company. Even if funding is acquired, there is no assurance that a commercial gold bearing placer deposit will be developed. Even if a gold bearing deposit is developed, additional funding will be required to mine the deposit, and until a feasibility study is completed, there is no assurance that the deposit will be profitable to mine.

Eagle Creek Property

During 2007, annual assessment work will be completed on the Eagle Creek property to keep the mining claims in good standing. Assessment work will be focused on the Northwest part of the claim block, where drilling and trenching has defined an intrusive host rock, thought to be a sill, containing low grade gold, silver and antimony mineralization. If funding permits, the company will design a drilling program to further investigate the gold and by-product mineral distribution of the intrusive. Additional work will also be completed on the Number One Vein. The Number One Vein was the lode quartz structure which has been mined commercially for antimony.

Completing the 2007 work plan will be contingent on available funding. Even if funding becomes available, there is no assurance that a commercial gold-silver-antimony deposit will be defined. A commercially viable economic mineral deposit has not been defined on the property, and there is no assurance that a commercially viable economic mineral deposit exists on the property.

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. It is the case however, that two divisions of the state of Mississippi government have agreed to begin funding the start-up of our demonstration facility subject to certain terms and conditions as outlined in a recently signed agreement between ourselves and part of the State of Mississippi.

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.

OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources, and that would be considered material to investors.

- 47 -



ITEM 7. FINANCIAL STATEMENTS.

Our audited financial statements for the year ended November 30, 2006, 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
   

Report of Independent Registered Public Accounting Firm – Berkovits, Lago & Company, LLP

F-1

 

 

Consolidated Balance Sheets, November 30, 2006 and 2005

F-2

 

 

Consolidated Statements of Operations and other Comprehensive Income for the Years Ended November 30, 2006 and 2005 and for the period since Recommencement of Exploration Stage, December 1, 2001, to November 30, 2006

F-3

 

 

Consolidated Statement of Stockholders’ Equity (Deficiency) for the and for the period since Recommencement of Exploration Stage, December 1, 2001, to November 30, 2006

F-4 to F-8

 

 

Consolidated Statements of Cash Flows for the Years Ended November 30, 2006 and 2005 and for the period since Recommencement of Exploration Stage, December 1, 2001, to November 30, 2006

F-9

 

 

Notes to Consolidated Financial Statements

F-10 to F-29

- 48 -



SILVERADO GOLD MINES LTD.
 
(An Exploration Stage Company)
 
REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
 
November 30, 2006 and 2005
 
(Stated in United States Dollars)

 


BERKOVITZ, LAGO & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

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 sheets of Silverado Gold Mines Ltd. and Subsidiary (An Exploration Stage Company) as of November 30, 2006 and 2005, and the related consolidated statements of operations and other comprehensive income, stockholders’ deficiency, and cash flows for the two years ended November 30, 2006 and 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 audits. 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, 2006 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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits 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 audits provide 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, 2006 and 2005, and the results of its operations and its cash flows for the two years ended November 30, 2006 in conformity with accounting principles generally accepted in the United States of America.

/s/ Berkovits, Lago & Company, LLP

Fort Lauderdale, Florida
March 9, 2007

F-1



SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
November 30, 2006 and 2005
(Stated in United States Dollars)

                                                                                                                   ASSETS   2006     2005  
             
Current            
     Cash and cash equivalents $  3,509,418   $  408,589  
     Gold inventory   511,629     27,916  
     Other receivables   9,972     6,594  
             
    4,031,019     443,099  
Property, plant and equipment, net   1,053,533     1,285,553  
             
  $  5,084,552   $  1,728,652  
             
LIABILITIES              
Current            
     Accounts payable and accrued liabilities $  332,229   $  393,058  
     Mineral claims royalty payable   380,000     400,000  
     Payable to related party   359,834     70,282  
     Convertible debentures   140,000     176,652  
     Capital lease obligation, current portion   129,286     258,254  
             
    1,341,349     1,298,246  
Asset retirement obligation   521,058     539,453  
Capital lease obligations   247,129     463,895  
             
    2,109,536     2,301,594  
             
SHAREHOLDERS’ EQUITY (DEFICIT)             
Common stock            
Authorized: unlimited common shares with no par value            
Issued and outstanding:            
     630,785,052 common shares (2005: 355,054,275)   82,538,598     71,526,738  
Additional paid-in capital   466,314     466,314  
Subscriptions received   273,600     54,500  
Accumulated deficit during exploration stage   (80,303,496 )   (72,620,494 )
             
    2,975,016     (572,942 )
             
  $  5,084,552   $  1,728,652  

APPROVED BY THE DIRECTORS:

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

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F -2



SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS & OTHER COMPREHENSIVE INCOME
for the years ended November 30, 2006 and 2005
(Stated in United States Dollars)

                Period Since  
                Recommencement Of  
                Exploration Stage  
    Year ended November 30     December 1, 2001  
                To November 30,  
    2006     2005     2006  
General and Administrative Expenses                  
     Accounting and audit $  109,623   $  72,294   $  283,637  
     Advertising and promotion   327,082     215,247     1,804,599  
     Consulting fees   1,223,060     362,272     5,606,290  
     Depreciation, accretion and impairment   226,587     259,087     1,970,247  
     Exploration expenses   3,252,320     746,196     11,879,680  
     Financing activities   -     252,003     252,003  
     Interest on convertible debentures   11,200     13,033     684,607  
     Interest on capital lease obligations   43,187     56,427     300,776  
     Legal   264,169     64,914     535,657  
     Management services   1,028,335     653,010     2,950,854  
     Office   941,372     499,726     2,728,316  
     Other interest and bank charges   8,845     7,306     36,482  
     Reporting and investor relations   197,147     62,253     311,786  
     Research   129,698     120,293     735,377  
     Transfer agent fees and mailing   60,688     23,125     152,037  
     Write-off of mineral claim expenditures   -     -     1,159,529  
     Write-down of property, plant and equipment   -     -     285,875  
                   
Total General and Administrative Expenses   7,823,313     3,407,186     31,677,752  
                   
Loss from Operations   (7,823,313 )   (3,407,186 )   (31,677,752 )
                   
Interest and other income   145,189     2,296     237,979  
                   
Cumulative effect of accounting change   -     -     (153,226 )
                   
Other comprehensive income                  
      Gain (loss) on foreign exchange   (4,878 )   10,783     138,195  
                   
Comprehensive loss for the period $  (7,683,002 ) $  (3,394,107 ) $ (31,454,804 )
                   
Net loss per share $  (0.01 ) $  (0.01 )      
                   
Basic and diluted weighted average number of                  
common shares outstanding   532,400,802     280,724,907        

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F - 3



SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the years ended November 30, 2002 to 2006
(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                                          
         January 2002 @ $0.15 per share   3,700,000     555,000     -     -     -     -     555,000  
         April 2002 @ $0.11 per share   2,000,000     220,000     -     -     -     -     220,000  
         May 2002 @ $0.125 per share   1,200,000     150,000     -     -     -     -     150,000  
   For warrants exercised                                          
         March 2002 @ $0.05 per share   5,300,000     265,000     -     -     -     -     265,000  
         April 2002 @ $0.08 per share   2,000,000     160,000     -     -     -     -     160,000  
         July 2002 @ $0.35 per share   1,800,000     630,000     -     -     -     -     630,000  
         July 2002 @ $0.20 per share   2,000,000     400,000     -     -     -     -     400,000  
         August 2002 @ $0.10 per share   5,150,000     515,000     -     -     -     -     515,000  
   For consulting fees                                          
         February 2002 @ $0.11 per share   1,091,667     120,084     -     -     -     -     120,084  
         April 2002 @ $0.12 per share   350,000     42,000     -     -     -     -     42,000  
         May 2002 @ $0.13 per share   308,333     40,083     -     -     -     -     40,083  
         May 2002 @ $0.15 per share   391,667     60,000     -     -     -     -     60,000  
         February 2002 @ $0.18 per share   350,000     63,000     -     -     -     -     63,000  
         June 2002 @ $0.23 per share   308,333     70,917     -     -     -     -     70,917  
         August 2002 @ $0.34 per share   300,000     102,000     -     -     -     -     102,000  
         August 2002 @ $0.35 per share   41,667     14,583     -     -     -     -     14,583  
         June 2002 @ $0.38 per share   41,667     14,583     -     -     -     -     14,583  
         July 2002 @ $0.39 per share   83,333     32,500     -     -     -     -     32,500  
         October 2002 @ $0.40 per share   41,667     16,667     -     -     -     -     16,667  
         November 2002 @ $0.41 per share   268,333     109,217     -     -     -     -     109,217  
         September 2002 @ $0.43 per share   925,005     397,752     -     -     -     -     397,752  
         October 2002 @ $0.44 per share   50,000     22,000     -     -     -     -     22,000  
         September 2002 @ $0.46 per share   41,667     19,167     -     -     -     -     19,167  
         September 2002 @ $0.48 per share   100,000     48,000     -     -     -     -     48,000  
         November 2002 @ $0.60 per share   99,996     59,998     -     -     -     -     59,998  
   For private placements, net of commissions                                          
         December 2002 @ $0.04 per share   2,500,000     100,000     -     -     -     -     100,000  
         February 2002 @ $0.05 per share   5,300,000     265,000     -     -     -     -     265,000  
         April 2002 @ $0.09 per share   2,000,000     180,000     -     -     -     -     180,000  
         May 2002 @ $0.10 per share   2,000,000     200,000     -     -     -     -     200,000  
         June 2002 @ $0.15 per share   4,000,000     600,000     -     -     -     -     600,000  
         July 2002 @ $0.26 per share   250,000     65,000     -     -     -     -     65,000  
         July 2002 @ $0.30 per share   1,200,000     360,000     -     -     -     -     360,000  
         September 2002 @ $0.38 per share   400,000     152,000     -     -     -     -     152,000  
         November 2002 @ $0.32 per share   3,125,000     1,000,000     -     -     -     -     1,000,000  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F - 4


continued:

                                  Deficit        
                                  Accumulated        
                      Additional           During the        
    Common Stock     Share     Paid-in     Deferred     Exploration        
    Shares     Amount     Subscriptions     Capital     Compensation     Stage     Total  
                                           
   In lieu of payment for debentures                                          
         December 2002 @ $0.10 per share   1,628,971   $  162,897   $  -   $  -   $  -   $  -   $  162,897  
         June 2002 @ $0.11 per share   1,437,520     158,127     -     -     -     -     158,127  
         March 2002 @ $0.13 per share   1,234,710     160,512     -     -     -     -     160,512  
         September 2002 @ $0.37 per share   2,643,107     984,391     -     -     -     -     984,391  
   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)                                          
         December 2002 @ $0.50 per share   5,500,000     2,750,000     -     -     -     -     2,750,000  
         January 2003 @ $0.55 per share   909,091     500,000     -     -     -     -     500,000  
         April 2003 @ $0.33 per share   3,525,582     1,163,400     -     -     -     -     1,163,400  
         July 2003 @ $0.15 per share   1,666,667     250,000     -     -     -     -     250,000  
         August 2003 @ $0.10 per share   13,050,000     1,305,000     -     -     -     -     1,305,000  
         Commissions paid   -     (641,155 )   -     -     -     -     (641,155 )
   For options exercised                                          
         December 2002 @ $0.35 per share   200,000     70,000     -     -     -     -     70,000  
   For warrants exercised                                          
         August 2003 @ $0.08 per share   10,864,539     884,121     -     -     -     -     884,121  
         July 2003 @ $0.12 per share   954,546     114,546     -     -     -     -     114,546  
         September 2003 @ $0.10 per share   3,459,086     345,908     -     -     -     -     345,908  
   For consulting fees                                          
         November 2003 @ $0.22 per share   2,511,668     554,085     (268,613 )   -     -     -     285,472  
   In lieu of payment for debentures                                          
         December 2002 @ $0.38 per share   372,818     141,671     -     -     -     -     141,671  
         April 2003 @ $0.18 per share   3,274,865     588,893     -     -     -     -     588,893  
         August 2003 @ $0.14 per share   913,551     127,897     -     -     -     -     127,897  
         November 2003 @ $0.46 per share   738,308     340,006     -     -     -     -     340,006  
   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  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F - 5


continued:

                                  Deficit        
                                  Accumulated        
                      Additional           During the        
    Common Stock     Share     Paid-in     Deferred     Exploration        
    Shares     Amount     Subscriptions     Capital     Compensation     Stage     Total  
                                           
Shares issued:                                          
   For private placements                                          
         December 2003 @ $0.075 per share   1,533,894   $  115,000   $  (115,000 ) $  -   $  -   $  -   $  -  
         February 2004 @ $0.075 per share   15,390,070     1,154,255     -     -     -     -     1,154,255  
         June 2004 @ $0.05 per share   21,666,667     1,083,334     -     -     -     -     1,083,334  
         September 2004 @ $0.04 per share   2,500,000     100,000     -     -     -     -     100,000  
         September 2004 @ $0.035 per share   2,857,143     100,000     -     -     -     -     100,000  
         October 2004 @ $0.06 per share   1,166,667     70,000     -     -     -     -     70,000  
         November 2004 @ $0.03 per share   10,000,000     300,000     -     -     -     -     300,000  
         Commissions paid   -     (357,690 )   -     -     -     -     (357,690 )
   For warrants exercised                                          
         January 2004 @ $0.075per share   8,876,597     665,745     -     -     -     -     665,745  
         November 2004 @ $0.03 per share   6,000,000     180,000     -     -     -     -     180,000  
   For consulting fees                                          
         January 2004 @ $0.14 per share   495,000     69,300     -     -     -     -     69,300  
         April 2004 @ $0.09 per share   750,000     67,500     -     -     -     -     67,500  
         April 2004 @ $0.10 per share   50,000     5,000     -     -     -     -     5,000  
         April 2004 @ $0.137 per share   720,000     98,640     -     -     -     -     98,640  
         June 2004 @ $0.12 per share   410,000     49,200     -     -     -     -     49,200  
         August 2004 @ $0.07 per share   150,000     10,500     -     -     -     -     10,500  
         November 2004 @ $0.06 per share   1,516,667     91,000     -     -     -     -     91,000  
         November 2004 @ $0.06 per share   2,325,000     186,000     -     -     -     -     186,000  
   In lieu of payment for debentures                                          
         December 2003 @ $0.11 per share   1,119,342     123,128     -     -     -     -     123,128  
         February 2004 @ $0.10 per share   559,915     55,992     -     -     -     -     55,992  
         June 2004 @ $0.067 per share   248,685     16,660     -     -     -     -     16,660  
         September 2004 @ $0.049 per share   86,588     4,243     -     -     -     -     4,243  
   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   -     -     -     -     -     (4,836,363 )   (4,836,363 )
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 STATEMENTS

F - 6


continued:

                                  Deficit        
                                  Accumulated        
                      Additional           During the        
    Common Stock     Share     Paid-in     Deferred     Exploration        
    Shares     Amount     Subscriptions     Capital     Compensation     Stage     Total  
                                           
Shares issued:                                          
   For private placements                                          
         December 2004 @ $0.032 per share   3,076,924   $  100,000   $  (70,000 ) $  -   $  -   $  -   $  30,000  
         February 2005 @ $0.04 per share   562,500     22,500     -     -     -     -     22,500  
         October 2005 @ $0.0275 per share   5,454,546     150,000     -     -     -     -     150,000  
         November 2005 @ $0.02 per share   8,250,000     165,000     -     -     -     -     165,000  
         November 2005 @ $0.025 per share   8,000,000     200,000     -     -     -     -     200,000  
         November 2005 @ $0.03 per share   38,540,338     1,156,210     -     -     -     -     1,156,210  
         November 2005 @ $0.032 per share   56,335,379     1,267,546     -     -     -     -     1,267,546  
         Commissions paid   -     (325,363 )   -     -     -     -     (325,363 )
   For consulting fees                                          
         December 2004 @ $0.025 per share   2,000,000     50,000     -     -     -     -     50,000  
         December 2004 @ $0.033 per share   1,150,000     38,000     -     -     -     -     38,000  
         January 2005 @ $0.06 per share   420,000     25,200     -     -     -     -     25,200  
         January 2005 @ $0.07 per share   160,000     11,200     -     -     -     -     11,200  
         January 2005 @ $0.09 per share   160,000     14,400     -     -     -     -     14,400  
         February 2005 @ $0.05 per share   1,450,000     72,500     -     -     -     -     72,500  
         February 2005 @ $0.08 per share   895,000     71,600     -     -     -     -     71,600  
         May 2005 @ $0.04 per share   50,000     2,000     -     -     -     -     2,000  
   Subscriptions received   -     -     54,500     -     -     -     54,500  
   Stock-based compensation                                          
         December 2004 @ $0.07 per share   600,001     42,000     -     -     -     -     42,000  
         December 2004 @ $0.06 per share   3,500,000     210,003     -     -     -     -     210,003  
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 )
                                           
Shares issued:                                          
   For private placements                                          
         December 2005 @ $0.028 per share   4,285,715     120,000     -     -     -     -     120,000  
         December 200 @ $0.035 per share   428,573     15,000     (15,000 )   -     -     -     -  
         January 2006 @ $0.025 per share   85,806,201     2,145,145     -     -     -     -     2,145,145  
         January 2006 @ $0.03 per share   14,020,000     420,600     (8,000 )   -     -     -     412,600  
         January 2006 @ $0.0325 per share   4,776,924     155,250     -     -     -     -     155,250  
         January 2006 @ $0.038 per share   1,914,475     72,750     -     -     -     -     72,750  
         February 2006 @ $0.114 per share   788,782     90,000     -     -     -     -     90,000  
         April 2006 @ $0.06 per share   71,626,667     4,297,600     -     -     -     -     4,297,600  
         April 2006 @ $0.07 per share   9,900,001     693,000     -     -     -     -     693,000  
         May 2006 @ $0.08 per share   5,650,000     452,000     -     -     -     -     452,000  
         May 2006 @ $0.10 per share   4,000,000     400,000     -     -     -     -     400,000  
         October 2006 @ $0.0285 per share   35,087,719     1,000,000     -     -     -     -     1,000,000  
         Commissions paid   -     (1,170,791 )   -     -     -     -     (1,170,791 )

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F - 7


continued:

                                  Deficit        
                                  Accumulated        
                      Additional           During the        
    Common Stock     Share     Paid-in     Deferred     Exploration        
    Shares     Amount     Subscriptions     Capital     Compensation     Stage     Total  
                                           
   For warrants exercised                                          
         December 2005 @ $0.0225 per share   1,400,000   $  31,500   $  (31,500 ) $  -   $  -   $  -   $  -  
         July 2006 @ $0.04 per share   18,888,888     755,556     -     -     -     -     755,556  
         July 2006 @ $0.069 per share   11,081,832     767,000     -     -     -     -     767,000  
   For consulting fees                                          
         March 2006 to November 2006 @ $0.13 per share   6,075,000     767,250     -     -     -     -     767,250  
   Subscriptions received   -     -     273,600     -     -     -     273,600  
Net loss for the year   -     -     -     -     -     (7,683,002 )   (7,683,002 )
Balance, November 30, 2006   630,785,052   $  82,538,598   $  273,600   $  466,314   $  -   $  (80,303,496 ) $  (2,975,016 )

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F - 8



SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended November 30, 2006 and 2005
(Stated in United States Dollars)

                Period Since  
                Recommencement  
                Of Exploration Stage  
    Years Ended November 30     December 1, 2001  
    2006     2005     to November 30, 2006  
Cash Flows used in Operating Activities                  
       Net loss for the period $  (7,683,002 ) $  (3,394,107 ) $  (31,454,804 )
       Adjustments to reconcile loss to net cash provided                  
       by (used in) operating activities:                  
           Cumulative effect of accounting change   -     -     153,226  
           Depreciation, accretion and impairment   226,587     259,087     1,970,247  
           Stock based compensation   219,100     (15,500 )   2,641,550  
           Stock issued for debenture   -     -     217,687  
           Non-cash consulting expense   767,250     284,900     1,629,290  
           Non-cash financing expense   -     252,003     252,003  
           Interest accrued   -     -     486,370  
           Write-off of mineral claim expenditures   -     -     1,159,529  
           Write-down of property, plant and equipment   -     -     285,875  
       Changes in non-cash operating working capital:                  
           Other receivables   (3,378 )   1,568     (7,097 )
           Gold inventory   (483,713 )   20,903     (500,489 )
           Prepaid expense   -     122,000     -  
           Accounts payable and accrued liabilities   (79,222 )   27,761     (282,557 )
           Increase in mineral claims royalty payable   (20,000 )   80,000     63,500  
                   
Net cash used in Operating Activities   (7,056,378 )   (2,361,385 )   (23,385,670 )
                   
Cash Flows provided by Investing Activities                  
       Purchase of property, plant and equipment   (49,604 )   (7,312 )   (1,384,309 )
       Disposal of property, plant and equipment   55,037     49,200     207,289  
                   
Net cash provided (used) from Investing Activities   5,433     41,888     (1,177,020 )
                   
Cash Flows from Financing Activities                  
       Common stock issued for cash (net of share issue cost)   10,244,610     2,736,309     28,852,413  
       Repayment of convertible debentures   (36,652 )   -     (74,999 )
       Repayment of loans payable   -     -     (35,729 )
       Repayment of capital lease obligations   (345,734 )   (91,333 )   (755,192 )
       Due to related party   289,550     70,282     68,522  
                   
Net cash provided from Financing Activities   10,151,774     2,715,258     28,055,015  
                   
Net change in cash and cash equivalents   3,100,829     395,761     3,492,325  
                   
Cash and cash equivalents, beginning of period   408,589     12,828     17,093  
                   
                   
Cash at end of the period $  3,509,418   $  408,589   $  3,509,418  
                   
                   
                   
Supplemental information:                  
                   
           Interest on capital lease $  43,187   $  56,427   $  300,776  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F-9



SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2006 and 2005
(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 research and development of low-rank coal-water fuel as a replacement for oil fired 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.

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 is 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.

F - 10



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(Stated in United States Dollars) – Page 2

Note 2

  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.

     
  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.

F - 11



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(Stated in United States Dollars) – Page 3

Note 2 Summary of Significant Accounting Policies

  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. During the fiscal year 2006 the Company sold 204.35 troy ounces of gold for proceeds of $87,357 which have been directly applied as a reduction to exploration costs.

     
  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)

Use of Estimates

     
 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from these estimates.

F - 12



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(Stated in United States Dollars) – Page 4

Note 2 Summary of Significant Accounting Policies

  j)

Property, Plant and Equipment

     
 

Property, plant and equipment are stated at cost. Depreciation is provided on a straight line basis as follows:


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

     
  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.

F - 13



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(Stated in United States Dollars) – Page 5

Note 2 Summary of Significant Accounting Policies

  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 2006 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 December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Number 123 (R), “Share-Based Payments.” Prior to December 1, 2006 we accounted for our employee stock option plan under the recognition and measurement provisions of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, as permitted by SFAS No. 123, “Accounting for Stock-Based Compensation.” No stock-based employee compensation cost related to stock options was recognized in the Statements of Income for periods prior to January 1, 2006, as all stock options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. After December 1, 2006 we will adopt 123 (R). The adoption will increase expense and thus reduce profit or increase loss to the extent of the fair value of the share-based payments made during the current fiscal year.

       
 

In February 2006, the FASB issued Statement of Financial Accounting Standards No.155 (SFAS 155) “Accounting for Certain Hybrid Instruments — an amendment of FASB Statements No. 133 and 140.” SFAS 155 amends SFAS 133 to permit fair value measurement for certain hybrid financial instruments that contain an embedded derivative, provides additional guidance on the applicability of SFAS 133 and SFAS 140 to certain financial instruments and subordinated concentrations of credit risk. SFAS 155 is effective for the first fiscal year that begins after September 15, 2006. This did not have any impact on our consolidated financial statements.

       
 

In July 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes--an Interpretation of FASB Statement 109” (FIN 48), which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return, including issues relating to financial statement recognition and measurement. FIN 48 provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if the position is “more-likely-than-not” of being sustained if the position were to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. If an uncertain tax position meets the “more-likely-than-not” threshold, the largest amount of tax benefit that is greater than 50 percent likely of being recognized upon ultimate settlement with the taxing authority, is recorded. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with the

F - 14



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(Stated in United States Dollars) – Page 6

  p) Recent Accounting Pronouncements (continued)

cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company expects to recognize a liability of approximately $3.3 million as a result of adopting FIN 48.

In September 2006 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (SFAS 157), which provides expanded guidance for using fair value to measure assets and liabilities. SFAS 157 establishes a hierarchy for data used to value assets and liabilities, and requires additional disclosures about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. Implementation of SFAS 157 is required on January 1, 2008. The Company is currently evaluating the impact of adopting SFAS 157 on the financial statements.

On September 29, 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(r)” (SFAS 158). The Statement requires the recognition of the over funded or under funded status of a defined benefit postretirement plan as an asset or liability on the balance sheet and the recognition of the changes of the funded status in the year in which the changes occur through comprehensive income. Implementation of SFAS 158 is required as of the end of the fiscal year ending after December 15, 2006. The adoption of SFAS 158 would not have an impact on the Company’s financial statements because the Company does not currently have any defined benefit pension or other postretirement benefit plans.

F - 15



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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 - 16



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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, 2006, royalty payments totalling $380,000 (2005: $400,000) 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 - 17



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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.

            2006        
            Accumulated     Net Book  
      Cost     Amortization     Value  
                     
  Nolan Gold Project buildings $  63,000   $  63,000   $  -  
  Nolan mining equipment   869,630     431,754     437,876  
  Nolan mining equipment                  
  under capital lease   819,842     216,923     602,919  
  Other equipment   447,047     434,309     12,738  
                     
    $  2,199,519   $  1,145,986   $ 1,053,533  

            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  

Note 5 Accounts Payable and Accrued Liabilities

  Accounts payable and accrued liabilities consist of:            
      2006     2005  
               
   Accounts payable $  233,802   $  302,124  
   Accrued interest   98,427     90,934  
               
    $  332,229   $  393,058  

F - 18



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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, 2003 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, 2006:

      Grant     Nolan        
      Mine     Project     Total  
  Balance, December 1, 2005 $  347,287   $  192,166   $  539,453  
  Accretion expense   -     26,973     26,973  
  Liabilities settled   -     (45,368 )   (45,368 )
  Balance, November 30, 2006 $  347,287   $  173,771   $  521,058  

Note 7 Convertible Debentures – Note 9

Convertible debentures outstanding at November 30, 2006 and 2005 consisted of the following:

      2006     2005  
  Issued in 1994 $  140,000   $  140,000  
  Issued in 1999   -     36,652  
      140,000     176,652  
  Less: current portion   (140,000 )   (176,652 )
    $  -   $  -  

F - 19



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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 $98,427 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. The balance at November 30, 2005 was $36,652, During the year ended November 30, 2006, the Company made a principal payment of $36,652 (2005: $0) and an interest payment of $4,166 (2005: $0) to discharge the debenture in full.


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 2007 for the balance of principal plus interest at a rate of 7.5% per annum.

F - 20



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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 2006 was $70,113.

Minimum future lease payments under capital leases for the next year and in the aggregate are:

  November 30, 2007 $  419,602  
  Total minimum lease payments   419,602  
  Less: interest   (43,187 )
  Current portion $  376,415  

F - 21



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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, 2006 and 2005 is presented below:


          Weighted  
      Number   Average  
      of   Exercise  
      Options   Price  
             
  Outstanding at November 30, 2005   32,630,000   $0.07  
       Granted   31,100,000   0.05  
       Expired   (550,000 ) 0.07  
             
  Outstanding and exercisable at November 30, 2006   63,180,000   $0.07  

As at November 30, 2006, the following stock options were outstanding:

  Number of Exercise  
   Options Price Expiry Date
       
  9,280,000 0.05 May 17, 2007
  900,000 0.15 February 1, 2008
  5,000,000 0.05 December 4, 2008
  4,400,000 0.05 January 8, 2011
  12,500,000 0.05 June 30, 2011
  31,100,000 0.05 January 4, 2013
       
  63,180,000    

F - 22



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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:


      2006     2005  
  Net loss for the year as reported $  (7,683,002 ) $  (3,394,107 )
  Stock-based compensation   (1,637,692 )   -  
  Pro forma net loss for the year $  (9,320,694 ) $  (3,394,107 )
  Pro forma basic and diluted loss per share $  (0.02 ) $  (0.01 )

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

  Risk free interest rate 4.31%
  Dividend free yield 0%
  Expected volatility 107%
  Weighted average expected stock option life 2.6 years

The weighted average fair value of the employee and director stock options granted was $0.08 per share.

Expected volatility is based on historical volatility. Because trading tends to be thin, in relation to the total shares outstanding, average weekly stock prices were used to calculate volatility.

U.S. Treasury constant maturity rates were utilized with maturities most closely approximating the expected term of the option.

The expected term of the options was calculated using the alternative simplified method permitted by SAB 107, which defines the expected life as the average of the contractual term of the options and the weighted average vesting period for all option tranches.

  b)

Warrants:

     
 

Warrants outstanding as at November 30, 2006 are exercisable into 1 common share for each warrant held and a summary is presented below:

F - 23



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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 $ Expiration Date  
         
  24,000,000 0.1000 January 13, 2007  
  2,500,000 0.0600 January 16, 2007  
  6,666,666 0.1000 January 20, 2007  
  11,500,000 0.0300 May 13, 2007  
  5,496,000 0.1200 October 7, 2007  
  2,748,000 0.0600 October 7, 2007  
  990,001 0.1200 October 25, 2007  
  495,001 0.0600 October 25, 2007  
  17,543,859 0.0700 October 10, 2007  
  17,543,860 0.0700 October 31, 2007  
  16,666,668 0.1600 March 29, 2008  
  13,833,334 0.1200 March 31, 2008  
  8,458,000 0.1200 April 4, 2008  
  5,188,334 0.1200 April 7, 2008  
  4,950,001 0.1200 April 25, 2008  
         
  138,579,724      

  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 - 24



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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, 2006, 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:

      2006     2005  
               
               
  Exploration, development and field services $  3,687,946   $  673,483  
  Administrative and management services   1,093,858     687,510  
  Research   129,698     120,293  
               
    $  4,911,502   $  1,481,286  
               
  Amount of total charges in excess of Tri-Con            
  costs incurred $  760,324   $  154,707  
               
  Excess amount charged as a percentage of actual            
  costs incurred   15.48%     10.44%  

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 and are included in various captions of the Statements of Operations.

F - 25



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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, 2006 and 2005 are as follows:

      2006     2005  
               
  Net operating loss carry forwards $  14,507,000   $  12,695,000  
  Temporary differences arising from mineral            
  properties and building, plant and equipment   271,000     (354,000 )
  Valuation allowance   (14,778,000 )   (12,341,000 )
               
  Net future tax asset $  -   $  -  

At November 30, 2006, the Company had losses carried forward totalling $25,651,000 available to reduce future years’ income for U.S. income tax purposes which expire in various years to 2022. In addition, we had losses carried forward in Canada totalling CDN$17,286,000 which expire in various years to 2013.

The provision for income taxes differs from the amount computed by applying the Canadian statutory federal income tax rate of 38% (2005: 37.62%) to net loss before provision for income taxes. The sources and tax effects of the differences are as follows:

      2006     2005  
               
  Computed “expected” tax benefit $  (2,883,000 ) $  (1,468,000 )
  Tax loss expired during the year   449,000     928,000  
  Temporary differences and other   811,000     167,000  
  Change in valuation allowance   302,000     302,000  
  Difference in foreign tax rate and other   1,562,000     71,000  
               
  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 (2005: $4,100,000) plus the amount of annual bonuses and other benefits that they would have received in the eighteen months following termination.

F - 26



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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        

The Company is currently negotiating a new three-year office lease agreement.

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:


      2006     2005  
               
  Net loss for the year:            
       Canada $ 2,218,513   $ 1,856,389  
       United States   5,464,489     1,537,718  
               
    $  7,683,002   $  3,394,107  
  Long-lived assets:            
       Canada   12,738     5,442  
       United States   1,040,795     1,280,111  
               
    $  1,053,533   $  1,285,553  

F - 27



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(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, 2006:

  a)

the Company issued 6,075,000 common shares at various prices for total proceeds of $767,250 pursuant to payment of consulting fees;

     
  b)

the Company utilized prior year’s share subscriptions of $54,500 for the issuance of common shares.

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.


Note 15 Subsequent Events

Subsequent to November 30, 2006, the Company:

  a)

issued 3,800,000 common shares at $0.08 per share totaling $304,000 pursuant to a consulting agreement in January 2007.

     
  b)

issued 1,170,067 common shares at $0.094 per share totaling $109,401.28 pursuant to a consulting agreement in January 2007.

     
  c)

issued 11,500,000 common shares at $0.03 per share for proceeds of $345,000 pursuant to warrants exercised in February 2007.

     
  d)

issued 17,343,359 common shares at $0.07 per share for proceeds of $1,214,035 pursuant to warrants exercised in March 2007.

     
  e)

sold 304.30 troy ounces of gold for proceeds of $252,195 in January 2007 with an average mark up of 34% over the spot London Gold Fix (LAF) price at the date of sale as follows:

F - 28



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2006 and 2005
(Stated in United States Dollars) – Page 20

Note 15 Subsequent Events (continued)

  Quantity            
Description (t oz.) LAF Mark up %        LAF Mark up $ Received
#1 10 nuggets 2.9579 $614.60 196.70 32% $1,817.93 $581.82 $2,399.74
#2 30 nuggets 5.6264 614.60 174.00 28% 3,457.99 978.99 4,436.98
1/4 nuggets 4.0200 625.40 135.00 22% 2,514.11 542.70 3,056.81
3/8 nuggets 7.8200 625.40 168.00 27% 4,890.63 1,313.76 6,204.39
# 1/2 nuggets 8.6400 625.40 216.00 35% 5,403.46 1,866.24 7,269.70
#1 nuggets 9.6500 625.40 240.00 38% 6,035.11 2,316.00 8,351.11
#1/4 nuggets 74.4500 625.40 135.00 22% 46,561.03 10,050.75 56,611.78
3/8 nuggets 44.8700 625.40 168.00 27% 28,061.70 7,538.16 35,599.86
#1/2 nuggets 79.6900 625.40 216.00 35% 49,838.13 17,213.04 67,051.17
#1/2 nuggets 24.2800 625.40 240.00 38% 15,184.71 5,827.20 21,011.91
#1 - 2 oz nuggets 29.4400 625.40 325.00 52% 18,411.78 9,568.00 27,979.78
#2 - 3 oz nuggets 12.8600 625.40 325.00 52% 8,042.64 4,179.50 12,222.14
               
  Average $623.60 $211.56 34% $190,219.20 $61,976.16 $252,195.36

F - 29



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

We have not had any disagreements with our former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

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, 2006, 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, 2006, 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.

ITEM 9.

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

- 49 -


Our current executive officers, directors, and significant employees are:

Name Age Position
Garry L. Anselmo

63

Director and Chairman of the Board; President,
Chief Executive Officer, Chief Financial Officer and
Chief Operating Officer
James F. Dixon (1) 59 Director
Stuart C. McCulloch (1) 71 Director
John R. Mackay 74 Corporate Secretary
Dr. Karsten Eden 35 Vice President Exploration Silverado Gold Mines Inc.
Dr. Warrack G. Willson
63
Vice-President, Fuel Technology of Silverado Green
Fuel Inc.

(1) Member of Silverado's Audit Committee and Compensation Committee.

Set forth below is a brief description of the background and business experience of each of our executive officers, directors, and significant employees 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.

- 50 -


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.

Dr. Karsten Eden

Mr. Eden was appointed our vice-president exploration, Silverado Gold Mines Inc., in July 2006. Dr. Eden holds a Master’s Degree in Economic Geology from the Technical University of Clausthal. He focused his thesis on the “Geology and Gold Mineralization of the Nolan Area in the Brooks Range, Alaska”. Dr. Eden also holds a Doctorate Degree in Exploration Geology with an emphasis in GIS applications in mineral exploration from the University of Technology Aachen. He has received two internationally recognized research awards for his academic achievements.

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.

FAMILY RELATIONSHIPS

Mr. Anselmo and Mr. McCulloch, each of whom is one of our directors, are cousins. There are no other family relationships among any of our directors, executive officers, or persons nominated or chosen as our directors or executive officers.

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 our last fiscal year.

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.. 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.

- 51 -


 

COMPLIANCE WITH SECTION 16(a) OF THE 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, 2006 all such filing requirements applicable to its officers and directors were complied with.

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY OF COMPENSATION

The following summary compensation table sets forth certain compensation information for Mr. Garry L. Anselmo, our chief executive officer, for each of our last three completed fiscal years. No other executive officer received a total annual salary and bonus exceeding $100,000 during any of our last three fiscal years.

SUMMARY COMPENSATION TABLE

ANNUAL
COMPENSATION

LONG TERM COMPENSATION




Name




Title




Year




Salary




Bonus

Other
Annual
Compen-
sation
AWARDS

PAYOUTS


All Other
Compen-
sation
Restricted
Stock
Awarded

Options/
SARs (#)

LTIP
payouts ($)
Garry L. Anselmo






Director,
President,
Chief
Executive
Officer and
Chief
Financial
Officer
2006

2005

2004


$0

$0

$0


0

0

0


0

0

0


0

0

0


0

0

8,500,000


0

0

0


0

0

0


OPTION/SAR GRANTS

We granted stock options to Mr. Garry L. Anselmo during our fiscal year ended November 30, 2006, as illustrated in the following table:

- 52 -



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
15,000,000

41%

$0.05

January 4,
2013

Subsequent to the end of our fiscal year, we granted options to purchase an aggregate of 17,400,000 shares to certain of our insiders on January 11, 2007 as follows. All options are fully vested and are exercisable at a price of $0.07 per share for a six year term from the date of grant:

NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 10,000,000
James Dixon, Director 2,000,000
Stuart McCulloch, Director 2,000,000
John McKay, Secretary 700,000
Karsten Eden, Vice-President of Silverado Gold Mines Inc. 700,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 2,000,000

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, 2006:

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

0



$0



0



$0/$0


- 53 -


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 2006 Stock Option Plan and our 2006-II Stock Option Plan each permit the grant of incentive stock options to our directors.

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 WITH EXECUTIVE OFFICERS

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

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
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:

- 54 -



NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 2,500,000
James Dixon, Director 800,000
Stuart McCulloch, Director 600,000
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
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

The incentive options were granted in accordance with consistent company policy at the market price or slightly above. Since the date of their grant the market fell significantly and has not recovered at the date of the re-pricing. It was determined by the board that the consistently lower market price justified a re-pricing in accordance with the long time policy of pricing incentive options at or above the market.

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 March 5, 2007 by: (i) each person who is known by the Company to own beneficially more than five percent (5%) of any class of the Company’s voting securities, (ii) each director of the Company, (iii) each executive officer of the Company, and (iv) all directors and executive officers of the Company as a group. No person is known to us to beneficially own more than 5% of our outstanding common shares, other than Mr. Garry Anselmo. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares listed.

- 55 -


 


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
40,550,000(2)


6.4%


Common Shares
James F. Dixon,
Director
9,314,484(3)
1.5%
Common Shares
Stuart McCulloch,
Director
7,933,400(4)
1.2%
Common Shares
John R. Mackay,
Secretary
5,100,000(5)
0.8%
Common Shares
All Directors and Executive
Officers as a Group (4 persons)
62,864,884(6)
10.0%

(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 outstanding on March 5, 2007. As of March 5, 2007, there were 638,360,052 common shares of the Company issued and outstanding.

   
(2)

Consists of 4,050,000 shares held by Garry L. Anselmo, 7 shares owned by Tri-Con Mining Ltd, and 36,500,000 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 714,484 shares held directly and indirectly by James F. Dixon and 8,600,000 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 7,900,000 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.

- 56 -



(5)

Consists of 100,000 shares held by Mr. Mackay and 5,000,000 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 4,547,884 shares held by our directors and executive officers and 74,690,000 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.

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., and 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 $75 CDN 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 $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 in the amount of $359,834 to the Tri-Con Group as of November 30, 2006 in connection with exploration activities on the Nolan Gold Project during fiscal 2006. At November 30, 2005, we were in arrears $70,282 to the Tri-Con Mining Group for exploration, development and administration services. For the years 2005 and 2006, the Tri-Con Mining Group’s services for the current fiscal year focused mainly on test mining activities 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:

      2006     2005  
               
               
  Exploration, development and field services $  3,687,946   $  673,483  
  Administrative and management services   1,093,858     687,510  
  Research   129,698     120,293  

- 57 -



    $  4,911,502   $  1,481,286  
               
  Amount of total charges in excess of Tri-Con            
  costs incurred $  760,324   $  154,707  
               
  Excess amount charged as a percentage of actual            
  costs incurred   15.48%     10.44%  

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 Green Fuel Inc. 4,000,000
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
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:

- 58 -



NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 2,500,000
James Dixon, Director 800,000
Stuart McCulloch, Director 600,000
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
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

- 59 -



ITEM 13. EXHIBITS

Exhibit  
Number Description of Exhibit
3.1

Articles of Incorporation of the Company (1)

3.2

Amendment to Articles of Incorporation of the Company (2)

3.3

Altered Memorandum of the Company (3)

3.4

Amendment to Articles of Incorporation of the Company (7)

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

Form of Warrant Exercise Agreement between the Company and certain of the selling security holders (8)

10.13

Consultant Agreement between the Company and CEOcast, Inc. dated April 21, 2004 (8)

10.14

Subscription Agreement between the Company and Christoph Bruning dated May 10, 2004 (8)

10.15

Consultant Agreement between the Company and Smith Conciglia Consulting, Inc. dated May 16, 2004 (8)

10.16

Form of Delay Agreement between the Company and certain of the Selling Shareholders.(8)

- 60 -



10.17

2006 Stock Option Plan (10)

10.18

2006-II Stock Option Plan (11)

14.1

Code of Ethics (9)

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

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

32.2

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


(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 Current Report on Form 8-K filed on June 13, 2003.

(8)

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

(9)

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

(10)

Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on April 11, 2006.

(11)

Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on March 31, 2006.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth information regarding the amount billed to us by our independent auditor, Berkovits, Lago & Company, LLP for each of our last two fiscal years:

  Fiscal years ended November 30
  2006 2005
Audit Fees: $40,000 $35,000
Audit Related Fees: $34,900 $16,811
Tax Fees: NIL NIL
All Other Fees: NIL NIL
Total: $74,900 $51,811

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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.

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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.
   
   
   
Date: March 15, 2007 By: /s/ Garry L. Anselmo
  Garry L. Anselmo,
  President, Chief Executive Officer (Principal
  Executive Officer), and Chief Financial
  Officer (Principal Accounting Officer)

In accordance with the 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.

Date: March 15, 2007 By: /s/ Garry L. Anselmo
  Garry L. Anselmo,
  President, Chief Executive Officer (Principal
  Executive Officer), and Chief Financial
  Officer (Principal Accounting Officer), and
  Director
   
   
Date: March 15, 2007 By: /s/ James F. Dixon
  James F. Dixon,
  Director
   
   
   
Date: March 15, 2007 By: /s/ Stuart McCulloch
  Stuart McCulloch,
  Director

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