8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2007 (September 4, 2007)

SILVERADO GOLD MINES LTD.
(Exact name of Registrant as specified in charter)

British Columbia, Canada	000-12132	98-0045034
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

1111 West Georgia Street, Suite 1820
Vancouver, British Columbia, Canada V6E 4M3
(Address of principal executive offices)

Registrant’s telephone number, including area code: (604) 689-1535

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions.

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a -12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e) -4(c))

SILVERADO GOLD MINES LTD.

This Current Report on Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management, as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Item 1.01 Entry into a Material Definitive Agreement.

     On September 4, 2007, Silverado Gold Mines Ltd. (the “Company”) entered into a securities purchase and sale agreement whereby it issued 8,333,334 units (the “Regulation D Units”), each consisting of one share of the Company’s restricted common stock and one-half of a warrant (each a “Warrant”), to one accredited investors for the aggregate purchase price of US $250,000. Each Warrant is exercisable for a period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $.010.

     The sale of the Regulation D Units has not been registered under the Securities Act of 1933 (the “Act”), and has not been reported on our previous periodic reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”). The Company completed the transactions pursuant to Rule 506 of Regulation D of the Act on the basis that: (1) each of the investors was accredited within the meaning of Rule 501(a); (2) the transfer of the securities were restricted by the Registrant in accordance with Rule 502(d); (3) there were no more than 35 non-accredited investors in any transaction within the meaning of Rule 506(b), after taking into consideration all prior investors under Section 4(2) of the Act within the twelve months preceding the transaction; and (4) none of the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c).

     On September 4, 2007, the Company entered into a securities purchase and sale agreement whereby it issued 16,666,667 units pursuant to Rule 903 of Regulation S of the Act (“Regulation S”), each unit consisting of one share of the Company’s restricted common stock and one-half of a Warrant, to an accredited investor for the aggregate purchase price of US $500,000. Each Warrant is exercisable for a period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

     On September 17, 2007, the Company entered into a securities purchase and sale agreement whereby it issued 1,000,000 units pursuant to Regulation S, each unit consisting of one share of the Company’s restricted common stock and one-half of a Warrant, to an accredited investor for the aggregate purchase price of US $30,000. Each Warrant is exercisable for a

period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

     On September 17, 2007, the Company entered into a securities purchase and sale agreement whereby it issued 13,333,334 units pursuant to Regulation S, each unit consisting of one share of the Company’s restricted common stock and one-half of a Warrant, to an accredited investor for the aggregate purchase price of US $400,000. Each Warrant is exercisable for a period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

     On September 17, 2007, the Company entered into a securities purchase and sale agreement whereby it issued 6,666,667 units pursuant to Regulation S, each unit consisting of one share of the Company’s restricted common stock and one-half of a Warrant, to an accredited investor for the aggregate purchase price of US $200,000. Each Warrant is exercisable for a period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

     On September 17, 2007, the Company entered into a securities purchase and sale agreement whereby it issued 666,667 units pursuant to Regulation S, each unit consisting of one share of the Company’s restricted common stock and one-half of a Warrant, to an accredited investor for the aggregate purchase price of US $20,000. Each Warrant is exercisable for a period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

     The sale of the units pursuant to Regulation S has not been registered under the Act, and has not been reported on our previous periodic reports filed under the Exchange Act. The Company completed the transactions pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the shares was completed in an “offshore transaction,” as defined in Rule 902(h) of Regulation S. The Company did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. Each investor represented to the Company that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The subscription agreement executed between the Company and the investors included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or are exempt from the Act. The investors agreed by execution of the subscription agreement for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that the Company is required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or pursuant to an applicable exemption from registration under the Act.

     Any summary of the related agreements is qualified in its entirety by reference to the Exhibits to this Report.

Item 3.02 Unregistered Sales of Equity Securities.

     The Company has completed the following sales of equity securities in transactions that have not been registered under the Act, and that have not been reported on our previous periodic reports filed under the Exchange Act:

Regulation D

     The Company completed the following transaction, which was exempt from the registration requirements of the Act, under Regulation D and the rules thereunder, including Rule 506 insofar as: (1) each of the investors was accredited within the meaning of Rule 501(a); (2) the transfer of the securities were restricted by the Registrant in accordance with Rule 502(d); (3) there were no more than 35 non-accredited investors in any transaction within the meaning of Rule 506(b), after taking into consideration all prior investors under Section 4(2) of the Act within the twelve months preceding the transaction; and (4) none of the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c).

     On September 4, 2007, the Company issued 8,333,334 units, each consisting of one share of the Company’s restricted common stock and one-half of a warrant, to one accredited investors for an aggregate purchase price of US $250,000. Each whole warrant is exercisable for a period of one year, and will be exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

Regulation S

     The Company completed the following transactions pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the shares was completed in an “offshore transaction,” as defined in Rule 902(h) of Regulation S. The Company did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. Each investor represented to the Company that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The subscription agreement executed between the Company and the investors included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or are exempt from the Act. The investors agreed by execution of the subscription agreement for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that the Company is required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or pursuant to an applicable exemption from registration under the Act.

     On September 4, 2007, the Company issued 16,666,667 units, each consisting of one share of the Company’s restricted common stock and one-half of a warrant, to an accredited

investor for the aggregate purchase price of US $500,000. Each whole warrant is exercisable for a period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

     On September 17, 2007, the Company issued 1,000,000 units, each consisting of one share of the Company’s restricted common stock and one-half of a warrant, to an accredited investor for the aggregate purchase price of US $30,000. Each whole warrant is exercisable for a period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

     On September 17, 2007, the Company issued 13,333,334 units, each consisting of one share of the Company’s restricted common stock and one-half of a warrant, to an accredited investor for the aggregate purchase price of US $400,000. Each whole warrant is exercisable for a period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

     On September 17, 2007, the Company issued 6,666,667 units, each consisting of one share of the Company’s restricted common stock and one-half of a warrant, to an accredited investor for the aggregate purchase price of US $200,000. Each whole warrant is exercisable for a period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

     On September 17, 2007, the Company issued 666,667 units, each consisting of one share of the Company’s restricted common stock and one-half of a warrant, to an accredited investor for the aggregate purchase price of US $20,000. Each whole warrant is exercisable for a period of one year and is exercisable for one share of restricted common stock at a per share exercise price of US $0.10.

Item 9.01 Financial Statements and Exhibits.

Exhibit	Document
No.
10.1	Form of Subscription Agreement (Regulation D)
10.2	Form of Subscription Agreement (Regulation S)
10.3	Form of Warrant (Regulation D)
10.4	Form of Warrant (Regulation S)

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	SILVERADO GOLD MINES LTD.
Date: September 19, 2007	By:	/s/ Garry L. Anselmo
		Garry L. Anselmo,
		Chief Executive Officer

EX-10.1

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.

SUBSCRIPTION AGREEMENT

SILVERADO GOLD MINES LTD.

SUBSCRIPTION AGREEMENT made as of this _____ day of ___________ , 2006 between Silverado Gold Mines Ltd., a British Columbia company with its corporate office at Suite 505, 1111 West Georgia Street, Vancouver, British Columbia, Canada V6E 4M3 (the "Company") and the undersigned (the "Subscriber").

WHEREAS:

A. The Company is offering ______________ units (the “Units”) at a price of $ US per Unit pursuant to Rule 506 of Regulation D of the United States Securities Act of 1933 (the “1933 Act”) and applicable state securities laws (the "Offering"). Each Unit will be comprised of one common share of the Company (each a “Share”) and one share purchase warrant (each a “Warrant”). Each Warrant will entitle the subscriber to purchase one additional common share of the Company for a one (1) year period from the effective date of the Form S-3 Registration Statement at an exercise price of $ US per share. The Warrants will be represented by the form of warrant certificate attached hereto as Exhibit A.

B.	The Subscriber is an “accredited investor”, as defined in Rule 501 of Regulation D of the 1933 Act.
C.	The Subscriber desires to acquire the number of Units of the Offering set forth on the signature page hereof on the terms and subject to the conditions of this Subscription Agreement.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1.                         SUBSCRIPTION FOR UNITS

1.1                       Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price, subject to adjustment in accordance with Section 2.3 of this Agreement, equal to $0.15 US per Unit (the “Subscription Price”). Upon execution, the subscription by the Subscriber will be irrevocable.

1.2                       The Subscriber will complete the purchase of the Units at closing by delivering to the Company the following:

(A) payment of the Subscription Price by wire, bank draft, or cashier’s cheque payable to the Company and if other than by wire, sent via Fed/ Ex to the Company; and

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(B) the Investor Questionnaire Form, in the form delivered by the Company to the Subscriber.

1.3                       Upon execution of this Subscription Agreement by the Company, the Company agrees to sell the Units to the Subscriber for the Subscription Price subject to the Company's right to sell to the Subscriber such lesser number of Units as it may, in its sole discretion, deem necessary or desirable.

1.4                       The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the Subscriber's address indicated herein.

1.5                       The Subscriber acknowledges and agrees that the subscription for the Units and the Company's acceptance of the subscription is not subject to any minimum subscription for the Offering.

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

2.                         RESTRICTED SHARE AGREEMENTS OF THE SUBSCRIBER AND REGISTRATION RIGHTS

2.1                       The Subscriber agrees to resell the Shares, the Warrants and any common shares issuable upon exercise of the Warrants (the “Warrant Shares”) only in accordance with the provisions of the 1933 Act and applicable state securities laws.

2.2                       The Subscriber acknowledges and agrees that all certificates representing the Shares, the Warrants and the Warrant Shares are or will be “restricted securities” under the 1933 Act and will be endorsed with the following legend in accordance with Regulation D of the Act or such similar legend as deemed advisable by the lawyers for the Subscriber to ensure compliance with the 1933 Act:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.”

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

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

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3.                         REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER

3.1                       The Subscriber represents and warrants to the Company and acknowledges that the Company is relying upon the Subscriber’s representations and warranties in agreeing to sell the Units to the Subscriber that:

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

Initials	(A)         Accredited Investor Status (Initial)
	The Subscriber is an “Accredited Investor” as defined by Rule 501 of Regulation D of the 1933 Act.

An “Accredited Investor” , as such term is defined in Rule 501 of Regulation D of the 1933 Act, means any of the following:

(1)                       Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase, exceeds $1,000,000;

(2)                       Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(3)                       Any director, executive officer of the Company;

(4)                       Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 503(b)(2)(ii);

(5)                       Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(6)                       Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership. not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(7)                       Any bank as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;

(8)                       Any insurance company as defined in Section 2(13) of the Act;

(9)                       Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;

(10)                       Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

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(11)                       Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

(12)                       Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, with investment decisions made solely by persons that are accredited investors; and

(13)                       Any entity in which all of the equity owners are accredited investors.

(B)        High Degree of Risk

The Subscriber recognizes that the purchase of Units involves a high degree of risk in that the Company is in the early stages of development of its business and may require substantial funds in addition to the proceeds of this private placement;

(C)        Speculative Investment

An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units;

(D)        Restricted Securities

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

(E)        Investment Knowledge and Experience of Subscriber

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

(F)        Company Information

The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Units, including copies of the Company’s financial statements, including audited financial statements, and copies of the Company’s filings with the United States Securities and Exchange Commission. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the Company and the officers and directors of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Subscription Agreement;

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(G)        No SEC Review

The Subscriber hereby acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that the Units are being issued by the Company pursuant to an exemption from registration provided by Rule 506 of Regulation D of the 1933 Act;

(H)        Purchase Entirely for Own Account

The Units will be acquired by the Subscriber for investment for the Subscriber's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Units or any securities comprising or underlying the Units.

(I)        No Advertisements

The Subscriber is not aware of any advertisement of the Units;

(J)        Authorization

The Subscriber has full power and authority to enter into this Agreement and this Agreement constitutes a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(M)        Laws of Jurisdiction of Subscriber

The Subscriber has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Units and/or any use of this Agreement, including (i) the legal requirements within his/her jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Units.

4.                         REPRESENTATIONS BY THE COMPANY

4.1                       The Company represents and warrants to the Subscriber that:

(A)	The Company is a corporation duly organized, existing and in good standing under the laws of the Province of British Columbia and has the corporate power to conduct the business which it conducts and proposes to conduct.
(B)	Upon issue, the Shares comprising the Units will be duly and validly issued, fully paid and non-assessable common shares of the Company.

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5.                         CLOSING

5.1                       Closing of the purchase and sale of the Units shall take place on ________________ at the offices of the Company or at such other time and place as the parties may mutually agree.

6.                         MISCELLANEOUS

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

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

6.3                       This Agreement may be executed in counterpart, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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6.3                       Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the Province of British Columbia.

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

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

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EXHIBIT A

FORM OF WARRANT CERTIFICATE

CERTIFICATE NO. [@]

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE UNDERLYING SECURITIES ARE RESTRICTED AND MAY NOT BE EXERCISED, OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED APPLICABLE FEDERAL (UNITED STATES), STATE AND FOREIGN SECURITIES LAWS, PURSUANT TO EITHER AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

SILVERADO GOLD MINES LTD.
A BRITISH COLUMBIA COMPANY

COMMON STOCK PURCHASE WARRANT CERTIFICATE

[DATE OF ISSUANCE]

1.        Issuance

THIS IS TO CERTIFY THAT, for value received, [NAME OF HOLDER], of [ADDRESS OF HOLDER] (the “Holder”), shall have the right to purchase from Silverado Gold Mines Ltd., a British Columbia company (the “Company”), [NUMBER OF WARRANTS] ([@]) fully paid and nonassessable common shares of the Company (the “Common Shares”) at an exercise price equal to $0.25 per share (the "Exercise Price"), subject to further adjustment as set forth in Section 6 hereof, at any time, subject to Paragraph 7 hereof, until 5:00 P.M., Eastern time, on the [EXPIRY DAY] day of [EXPIRY MONTH], [EXPIRY YEAR] (the “Expiration Date”).

2.        Exercise of Warrants

This Warrant is exercisable in whole or in partial allotments of no less than 1,000 shares at the Exercise Price per Common Share payable hereunder, payable in cash or by certified or official bank check. Upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed, together with payment of the Exercise Price for the Common Shares purchased, the Holder shall be entitled to receive a certificate or certificates for the Common Shares so purchased. No fractional shares shall be issued in connection with any exercise of this Warrant. In lieu of the issuance of any fractional share, the Company shall make a cash payment equal to the then fair market value of such fractional share as determined by the Company’s Board of Directors.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS WARRANT CERTIFICATE, THE HOLDER SHALL NOT BE ENTITLED TO EXERCISE ANY WARRANTS IF, AFTER GIVING EFFECT TO THE EXERCISE, THE HOLDER WILL BE THE LEGAL OR BENEFICIAL OWNER OF MORE THAN 4.9% OF THE COMMON SHARES OF THE COMPANY. THE HOLDER WILL PROVIDE TO THE COMPANY SUCH INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO ENSURE COMPLIANCE WITH THIS PROVISION.

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

3.        Reservation of Shares

The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of Common Shares as shall be required for issuance upon exercise of this Warrant (the “Warrant Shares”).

4.        Mutilation or Loss of Warrant

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

5.        Rights of the Holder

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

6.        Protection Against Dilution.

The Exercise Price and the number of shares which can be purchased by the Holder upon the exercise of this Warrant shall be subject to adjustment in the events and in the manner following:

(1)	If and whenever the shares at any time outstanding shall be subdivided into a greater or consolidated into a lesser number of shares, the Exercise Price shall be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation, the number of shares which can be purchased upon the exercise of this warrant certificate shall be increased or decreased proportionately as the case may be.
(2)	In case of any capital reorganization or of any reclassification of the capital of the Company or in case of the consolidation, merger or amalgamation of the Company with or into any other company, this Warrant shall after such capital reorganization, reclassification of capital, consolidation, merger or amalgamation confer the right to purchase the number of shares or other securities of the Company or of the Company resulting from such capital reorganization, reclassification, consolidation, merger or amalgamation, as the case may be, to which the Holder of the shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger or amalgamation, upon the exercise of this Warrant would have been entitled. On such capital reorganization, reclassification, consolidation, merger or amalgamation appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder of this Warrant so that the provisions set forth herein shall thereafter be applicable as nearly as may reasonably be in relation to any shares or other securities thereafter deliverable on the exercise of this Warrant.
(3)	The rights of the Holder evidenced hereby are to purchase shares prior to or on the date set out on the face of this Warrant. If there shall, prior to the exercise of any of the rights evidenced hereby, be any reorganization of the authorized capital of the Company by way of consolidation, merger, subdivision, amalgamation or otherwise, or the payment of

any stock dividends, then there shall automatically be an adjustment in either or both of the number of shares which may be purchased pursuant hereto or the price at which such shares may be purchased so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Company shall have the sole and exclusive power to make such adjustments as it considers necessary and desirable.

(4)

The adjustments provided for herein in the subscription rights represented by this Warrant are cumulative.

7.        Limit Price Acceleration of Exercise Price

In the event that, at any time following the date that the Company shall have filed and obtained effectiveness of a Registration Statement registering the resale of the shares to be acquired by the holder on exercise of the warrants, the Company’s Common Shares shall trade at a price in excess of $0.40 per share (the “Limit Price”) for a period of 20 consecutive trading days, then the Holder shall have 15 days in which to elect whether or not to exercise the Warrants (the “Accelerated Exercise Period”). In the event the Warrants are not exercised within the Accelerated Exercise Period, they will expire and the Holder will no longer have any right to exercise the Warrants.

8.        Transfer to Comply with the Securities Act

This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (the "Act") and has been issued to the Holder for investment purposes and not with a view to the distribution of either the Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel reasonably satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the stock purchasable hereunder constitute “restricted securities” under federal securities laws and acknowledges that Rule 144 of the Securities and Exchange Commission is not now, and may not in the future be, available for resales of this Warrant and/or the stock purchasable hereunder.

All certificates representing the Warrant Shares will be endorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.”

9.        Payment of Taxes

The Company shall not be required to pay any tax or other charge imposed in connection with the exercise of this Warrant or a permissible transfer involved in the issuance of any certificate for shares

issuable under this Warrant in the name other than that of the Holder, and in any such case, the Company shall not be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.

10.      Notices

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

COMPANY:	Silverado Gold Mines Ltd.
	Attention: Garry L. Anselmo, President
	Suite 505, 1111 West Georgia Street
	Vancouver, British Columbia
	Canada V6E 4M3
	fax: (604) 682-3519
HOLDER:	At the address set forth above.

11.      Governing Law

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

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

Silverado Gold Mines Ltd.
by its authorized signatory:

________________________
Garry L. Anselmo, President

SUBSCRIPTION FORM

TO:	Silverado Gold Mines Ltd.
	A British Columbia company

Dear Sirs:

The undersigned (the “Subscriber”) hereby exercises the right to purchase and hereby subscribes for common shares in the capital stock of Silverado Gold Mines Ltd. (the “Shares”) referred to in the Warrant Certificate surrendered herewith according to the terms conditions thereof and herewith makes payment by cash, certified check or bank draft of the purchase price in full for the said shares in accordance with the Warrant.

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

NAME:
	(Please Print)
ADDRESS:

The Subscriber represents and warrants to the Company that:

(a)	the Subscriber has not offered or sold the Shares within the meaning of the United States Securities Act of 1933 (the “Securities Act”);
(b)	the Subscriber is acquiring the Shares for its own account for investment, with no present intention of dividing my interest with others or of reselling or otherwise disposing of all or any portion of the same;
(c)	the Subscriber does not intend any sale of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non- occurrence of any predetermined event or circumstance;
(d)	the Subscriber has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Shares;
(e)	the Subscriber is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Shares;
(f)	the Shares were offered to the Subscriber in direct communication between the Subscriber and the Company and not through any advertisement of any kind;

(g)	the Subscriber has the financial means to bear the economic risk of the investment which it hereby agrees to make.
(h)	This subscription form will also confirm the Subscriber’s understanding as follows:
	(i)	the Shares have not been registered under the Securities Act or applicable state “Blue Sky” laws and, therefore, the Shares may not be resold, transferred or hypothecated without the registration of the Shares, or an opinion of counsel satisfactory to the Company to the effect that such registration is not necessary.
	(ii)	Only the Company can take action to register the Shares under the Securities Act or applicable state securities law or to comply with the requirements for an exemption under the Securities Act or applicable state securities law, and the Company is under no obligation to do so, and does not propose to attempt to do so.
	(iii)	The certificates representing the Shares will be endorsed with the following legend:
		“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.”
(i)	the Subscriber is an “accredited investor”, as defined in Rule 501 of Regulation D of the Securities Act.

Please deliver a warrant certificate in respect of the common shares referred to in the warrant certificate surrendered herewith but not presently subscribed for, to the Subscriber.

DATED this _______ day of _________________________, ___________.

Signature of Subscriber:

Name of Subscriber:

Address of Subscriber:

EX-10.2

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

REGULATION S SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made as of this ___________________ day of ______________________________, 2006.

BETWEEN:

_____________________________
(hereinafter called the "Subscriber")

OF THE FIRST PART

AND:

SILVERADO GOLD MINES LTD.,
a British Columbia company

(hereinafter called the “Company")

OF THE SECOND PART

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.                        DEFINITIONS

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

(a)	"Agreement" shall mean this Agreement, and all schedules and amendments to the Agreement.
(b)	“Common Shares” means the common shares of the Company without par value.
(c)	"Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended.
(d)	“Subscriber” shall mean ________________________________________.
(e)	"Offering" shall mean the offering of the Units by the Company.
(f)	“Purchase Price” means the purchase price payable by the Subscriber to the Company in consideration for the purchase and sale of the Units in accordance with Section 2.1 of this Agreement.
(g)	"SEC" shall mean the United States Securities and Exchange Commission.

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(h)	"Securities Act" shall mean the United States Securities Act of 1933, as amended.
(i)	"Shares" means those common shares to be purchased by the Subscriber and comprising a portion of the Units;
(j)	“Unit” means a unit consisting of one Share and one “Warrant”.
(k)	“Warrant” means the subscriber will be entitled to purchase one additional common share of the Company at a price of $___________ per share during the ____________ year period from the closing of this offering;
(l)	“Warrant Shares” means the common shares issuable upon exercise of the Warrants;

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

                            Schedule A British Columbia Definition of Accredited Investor

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

2.                        PURCHASE AND SALE OF UNITS

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

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

2.3                      Upon execution by the Company, the Company agrees to sell such Units to the Subscriber for the Purchase Price subject to the Company's right to sell to the Subscriber such lesser number of Units as it may, in its sole discretion, deem necessary or desirable.

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

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

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

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2.7                      The Subscriber acknowledges and agrees that the subscription for the Units and the Company's acceptance of the subscription is not subject to any minimum subscription for the Offering.

3.                        REGULATION S AGREEMENTS OF THE SUBSCRIBER

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

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

(a)	any natural person resident in the United States;
(b)	any partnership or corporation organized or incorporated under the laws of the United States;
(c)	any estate of which any executor or administrator is a U.S. person;
(d)	any trust of which any trustee is a U.S. person;
(e)	any agency or branch of a foreign entity located in the United States;
(f)	any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(g)	any partnership or corporation if:
	(i)	organized or incorporated under the laws of any foreign jurisdiction; and
	(ii)	formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited Subscribers [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts.

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

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

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

3.5                      The Subscriber and the Company agree that the Company will refuse to register any transfer of the Units, the Shares, the Warrants or the Warrant Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement.

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

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

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

4.                        REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

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

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

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

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

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

4.5                      The Units will be acquired by the Subscriber for investment for the Subscriber's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber does not have any contract, undertaking,

5

agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Units.

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

4.7                      The Subscriber recognizes that the purchase of the Units involves a high degree of risk in that the Company is in the early stages of development of its business and may require substantial funds in addition to the proceeds of this private placement.

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

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

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

5.                        BRITISH COLUMBIA MATTERS

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

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

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

6.                        MISCELLANEOUS

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

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

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

6

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

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

Number of Units Subscribed For:
Signature of Subscriber:
Name of Subscriber:
Address of Subscriber:
ACCEPTED BY:
SILVERADO GOLD MINES LTD.
Signature of Authorized Signatory:
Name of Authorized Signatory:	Garry L. Anselmo
Position of Authorized Signatory:	President
Date of Acceptance:	, 2006

SCHEDULE A
BRITISH COLUMBIA DEFINITION OF “ACCREDITED INVESTOR”

“Accredited Investor” means:

(a)	a Canadian financial institution, or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);
(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
(c)	an association under the Cooperative Credit Associations Act (Canada) located in Canada;
(d)	a subsidiary of any person or company referred to in paragraphs (a) to (c), where the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
(e)	a person or company registered under the securities legislation, or under the securities legislation of another jurisdiction of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario);
(f)	an individual registered or formerly registered under the securities legislation, or under the securities legislation of another jurisdiction of Canada, as a representative of a person or company referred to in paragraph (e);
(g)	the government of Canada or a province, or any crown corporation or agency of the government of Canada or a province;
(h)	a municipality, public board or commission in Canada;
(i)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
(j)	a pension fund that is regulated by either the Office of the Superintendent of financial Institutions (Canada) or a provincial pension commission or similar regulatory authority;
(k)	a registered charity under the Income Tax Act (Canada);
(l)	an individual who, either alone or jointly with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
(m)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent years and the current year;
(n)	a corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least $5,000,000 as shown on its most recently prepared financial statements;
(o)	a mutual fund or non-redeemable investment fund that, in the local jurisdiction, distributes its securities only to persons or companies that are accredited investors;
(p)	a mutual fund or non-redeemable investment fund that, in the local jurisdiction, distributes its securities under a prospectus for which the regulator has issued a receipt;
(q)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (e) and paragraph (j) in form and function; or
(r)	a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies that are accredited investors.

EX-10.3

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.

WARRANT CERTIFICATE NO. [@]

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

THIS IS TO CERTIFY THAT , for value received , «name», of «address»«state»«country» (the “Holder”), shall have the right to purchase from SILVERADO GOLD MINES LTD., a British Columbia company (the “Corporation”), [NO. OF WARRANTSHARES]([NO. OF WARRANTSHARES]) fully paid and nonassessable common shares of the Corporation (the “Common Shares”), subject to further adjustment as set forth in Section 6 of the Terms and Conditions, at any time until 5:00 P.M., Pacific time, on <DATE> AND <TERM> (the “Expiration Date”) at an exercise price (the "Exercise Price") equal to $0.__ US per share during the period from the date of issuance to the Expiration Date in accordance with the terms hereof and the Terms and Conditions set forth on the reverse of this Warrant Certificate, to which the Holder by acceptance of this Warrant Certificate agrees.

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

	SILVERADO GOLD MINES LTD.
Attest: __________________________________	By: _______________________________________________
John R. MacKay, Secretary	Garry L. Anselmo, President

STATEMENT OF TERMS AND CONDITIONS

1. Exercise of Warrants. This Warrant is exercisable in whole or in partial allotments of no less than 1,000 shares at the Exercise Price per share of Common Shares payable hereunder, payable in cash or by certified or official bank check. Upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed, together with payment of the Exercise Price for the shares of Common Shares purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Shares so purchased. Payment of the aggregate Exercise Price must be made in cash or certified funds. No fractional shares shall be issued in connection with any exercise of this Warrant. In lieu of the issuance of any fractional share, the Corporation shall make a cash payment equal to the then fair market value of such fractional share as determined by the Corporation’s Board of Directors.

2. Exercise of Warrants. This Warrant is exercisable in whole or in partial allotments of no less than 1,000 shares at the Exercise Price per Common Share payable hereunder, payable in cash or by certified or official bank check. Upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed, together with payment of the Exercise Price for the Common Shares purchased, the Holder shall be entitled to receive a certificate or certificates for the Common Shares so purchased. No fractional shares shall be issued in connection with any exercise of this Warrant. In lieu of the issuance of any fractional share, the Company shall make a cash payment equal to the then fair market value of such fractional share as determined by the Company’s Board of Directors.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS WARRANT CERTIFICATE, THE HOLDER SHALL NOT BE ENTITLED TO EXERCISE ANY WARRANTS IF, AFTER GIVING EFFECT TO THE EXERCISE, THE HOLDER WILL BE THE LEGAL OR BENEFICIAL OWNER OF MORE THAN 4.9% OF THE COMMON SHARES OF THE COMPANY. THE HOLDER WILL PROVIDE TO THE COMPANY SUCH INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO ENSURE COMPLIANCE WITH THIS PROVISION.

3. Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of Common Shares as shall be required for issuance upon exercise of this Warrant (the “Warrant Shares”).

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

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

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

7. Limit Price Acceleration of Exercise Price. In the event that the Company’s Common Shares shall trade at a price in excess of $0.40 per share (the “Limit Price”) for a period of 20 consecutive trading days, then the Holder shall have 15 days in which to elect whether or not to exercise the Warrants (the “Accelerated Exercise Period”). In the event the Warrants are not exercised within the Accelerated Exercise Period, they will expire and the Holder will no longer have any right to exercise the Warrants.

8. Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (the "Act") and has been issued to the Holder for investment purposes and not with a view to the distribution of either the Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel reasonably satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the stock purchasable hereunder constitute “restricted securities” under federal securities laws and acknowledges that Rule 144 of the Securities and Exchange Commission is not now, and may not in the future be, available for resales of this Warrant and/or the stock purchasable hereunder.

All certificates representing the Warrant Shares will be endorsed with the following legend:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.” 9. Payment of Taxes. The Company shall not be required to pay any tax or other charge imposed in connection with the exercise of this Warrant or a permissible transfer involved in the issuance of any certificate for shares issuable under this Warrant in the name other than that of the Holder, and in any such case, the Company shall not be required to issue or deliver any stock certificate until such tax or other charge has been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.

10. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon, (a) by personal delivery or telecopy, or (ii) one business day after deposit with a nationally recognized overnight delivery service such as Federal Express, with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by written notice to each of the other parties hereto. COMPANY: Silverado Gold Mines Ltd., Attention: Garry L. Anselmo, President, Suite 1820, 1111 West Georgia Street, Vancouver, British Columbia, Canada V6E 4M3, fax: (604) 682-3519; HOLDER: At the address set forth above.

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

SUBSCRIPTION FORM

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

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

The Subscriber represents and warrants to the Corporation that:

(a) The Subscriber has not offered or sold the Shares within the meaning of the United States Securities Act of 1933 (the “Securities Act”);
(b) The Subscriber is acquiring the Shares for its own account for investment, with no present intention of dividing my interest with others or of reselling or otherwise disposing of all or any portion of the same;
(c) The Subscriber does not intend any sale of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;
(d) The Subscriber has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Shares;
(e) The Subscriber is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Shares;
(f) The Shares were offered to the Subscriber in direct communication between the Subscriber and the Company and not through any advertisement of any kind;
(g) The Subscriber has the financial means to bear the economic risk of the investment which it hereby agrees to make.
(h) This subscription form will also confirm the Subscriber’s understanding as follows: 
     (1) The Shares have not been registered under the Securities Act or applicable state “Blue Sky” laws and, therefore, the Shares may not be resold, transferred or hypothecated without the registration of the Shares, or an opinion of counsel satisfactory to the Company to the effect that such registration is not necessary. 
     (2) Only the Company can take action to register the Shares under the Securities Act or applicable state securities law or to comply with the requirements for an exemption under the Securities Act or applicable state securities law. 
     (3) The certificates representing the Shares will be endorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, TRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.” (i) The Subscriber is an “accredited investor”, as defined in Rule 501 of Regulation D of the Securities Act.

DATED this ______day of ________________________________, _______________.

Number of Shares Subscribed For:    _____________________________   Signature of Subscriber:   _____________________________

Name of Subscriber (please print):    _____________________________   Address of Subscriber:     _____________________________ 

EX-10.4

THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY BE RESOLD THROUGH DESIGNATED OFFSHORE SECURITIES MARKETS IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S. HEDGING TRANSACTIONS INVOLVING THIS WARRANT OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

WARRANT CERTIFICATE NO. _______________

SILVERADO GOLD MINES LTD.,
A BRITISH COLUMBIA COMPANY
COMMON SHARE PURCHASE WARRANT CERTIFICATE
______________ , 2007

THIS IS TO CERTIFY THAT for value, received ,                         Address                                         ,    City      ,     State  ,         Country             (the “Holder”), shall have the right to purchase from SILVERADO GOLD MINES LTD., a British Columbia company (the “Corporation”), ____________ (NO. OF WARRANT SHARES ) fully paid and nonassessable common shares of the Corporation (the “Common Shares”), subject to further adjustment as set forth in Section 5 of the Terms and Conditions, at any time until 5:00 P.M., Pacific time, on the                  Date               , 2007 (the “Expiration Date”) at an exercise price (the "Exercise Price") of $_______ US per share during the period from the date of issuance to the Expiration Date in accordance with the terms hereof and the Terms and Conditions set forth on the reverse of this Warrant Certificate, to which the Holder by acceptance of this Warrant Certificate agrees.

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

	SILVERADO GOLD MINES LTD.
Attest: __________________________________________	By:   __________________________________________
John R. Mackay, Secretary	Garry L. Anselmo, President

STATEMENT OF TERMS AND CONDITIONS

1. Exercise of Warrants. This Warrant is exercisable in whole or in partial allotments of no less than 1,000 shares at the Exercise Price per share of Common Shares payable hereunder, payable in cash or by certified or official bank check. Upon surrender of this Warrant Certificate with the annexed Notice of Exercise Form duly executed, together with payment of the Exercise Price for the shares of Common Shares purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Shares so purchased. Payment of the aggregate Exercise Price must be made in cash or certified funds. No fractional shares shall be issued in connection with any exercise of this Warrant. In lieu of the issuance of any fractional share, the Corporation shall make a cash payment equal to the then fair market value of such fractional share as determined by the Corporation’s Board of Directors.

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

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

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

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

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

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

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

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

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

HOLDER: At the address set forth above.; CORPORATION: SILVERADO GOLD MINES LTD., Attn: Mr. Garry L. Anselmo, President, Suite 1820, 1111 W. Georgia St., Vancouver, BC, Canada V6E 4M3, Fax: 604-682-3519; with a copy to: RICHARDSON & PATEL LLP, Attn: Mr. Mark Abdou, 10900 Wilshire Boulevard, Suite 500, Los Angeles, CA, USA 90024, Fax: (310) 208-1182.

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

EXERCISE FORM

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

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

The Subscriber represents and warrants to the Corporation that:

     1. The Subscriber is not a “U.S. Person” as defined by Regulation S of the Securities Act of 1933, as amendee (the “Act”) and is not exercising the Warrant or acquiring the Warrant Shares for the account or benefit of a U.S. Person.

     2. The Subscriber was not in the United States at the time the Warrant was exercised or acquired.

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

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

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

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

     7. The Subscriber acknowledges that any exercise of this Warrant requires a written opinion of counsel to the effect that the Warrant and the securities delivered upon exercise thereof have been registered under the Act or are exempt from registration thereunder.

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

DATED this __________ day of ____________________________, _____________________.

Number of Shares Subscribed For:      _________________________________________________________________________________

Signature of Subscriber:                        _________________________________________________________________________________

Name of Subscriber (please print):       _________________________________________________________________________________

Address of Subscriber:                          _________________________________________________________________________________