10-Q

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

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: May 31, 2009

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: ___________to ___________

Commission File Number: 0-12132

SILVERADO GOLD MINES LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

British Columbia, Canada	98-0045034
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1111 West Georgia Street, Suite 1820,
Vancouver, British Columbia, Canada	V6E 4M3
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number: (800) 665-4646

Former name, former address, and former fiscal year, if changed since last report: N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,381,365,162 common shares, no par value, outstanding as of July 13, 2009.

1

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
(An Exploration Stage Company)

INDEX

Quarterly Period Ended May 31, 2009

			Page
PART I	FINANCIAL INFORMATION
	ITEM 1	FINANCIAL STATEMENTS	3
		Consolidated Balance Sheets as of May 31, 2009 (unaudited) and November 30, 2008 (audited)	3
		Consolidated Statements of Operations for the three months and six months ended May 31, 2009 and 2008, and for the period from December 1, 2001 (Recommencement of Exploration Stage) through May 31, 2009 (unaudited)	4
		Consolidated Statements of Cash Flows for the six months ended May 31, 2009 and 2008, and for the period from December 1, 2001 (Recommencement of Exploration Stage) through May 31, 2009 (unaudited)	5
		Notes to the Consolidated Financial Statements as of May 31, 2009 (unaudited)	6-24
	ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25-35
	ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35
	ITEM 4	CONTROLS AND PROCEDURES	35
PART II	OTHER INFORMATION
	ITEM 1	LEGAL PROCEEDINGS	37
	ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37
	ITEM 3	DEFAULTS UPON SENIOR SECURITIES	37
	ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	37
	ITEM 5	OTHER INFORMATION	37
	ITEM 6	EXHIBITS	37
SIGNATURES			39

2

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Stated In United States Dollars)

		May 31, 2009			November 30, 2008
		(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	29,901		$	50,991
Gold inventory		6,316			50,106
Prepaid and other receivables		609,809			383,358
Total Current Assets		646,026			484,455
Mineral rights		1,277,591			1,197,591
Property, plant and equipment, net		1,120,493			1,631,824
TOTAL ASSETS	$	3,044,110		$	3,313,870
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	600,037		$	561,460
Due to related parties		1,506,596			1,076,881
Convertible debentures, current portion		-			140,000
Total Current Liabilities		2,106,633			1,778,341
Asset retirement obligation		550,690			537,258
Mineral claims royalty payable		470,000			390,000
Total Liabilities		3,127,323			2,705,599
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock
Authorized:
unlimited common shares with no par value
Issued and outstanding:
1,312,082,805 common shares (2008: 977,437,101)		98,080,828			94,718,072
Additional paid-in capital		1,200,408			1,200,408
Subscriptions received		250,000			-
Accumulated deficit during exploration stage		(99,614,449	)		(95,310,209	)
Total Stockholders' Equity (Deficit)		(83,213	)		608,271
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	3,044,110		$	3,313,870

The accompanying notes are an integral part of these condensed consolidated financial statements
3

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

(UNAUDITED)

(Stated In United States Dollars)

														Period Since
														Recommencement
														of Exploration
		Three Months Ended						Six Months Ended						Stage from
		May 31, 2009			May 31, 2008			May 31, 2009			May 31, 2008			December 1, 2001
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			to May 31, 2009
General and administrative expenses
Accounting and audit	$	28,453		$	102,334		$	36,943		$	175,924		$	755,141
Advertising, promotion and travel		10,607			19,585			22,739			136,984			2,968,029
Consulting fees		911,414			91,875			1,650,057			496,121			9,597,047
Depreciation, accretion and impairment		52,663			60,358			116,902			164,917			2,676,634
Exploration expenses		187,039			337,679			305,140			1,016,541			15,019,947
Financing activities		-			-			-			-			302,003
Legal and other professional fees		59,006			67,020			157,607			103,791			1,427,692
Management services		199,179			78,267			430,873			285,706			6,050,109
Office Expenses		84,395			161,649			169,818			366,219			4,777,416
Related party charges in excess of costs incurred		144,406			297,910			291,180			529,592			5,235,048
Reporting and investor relations		106,125			103,115			168,941			182,956			1,152,063
Research		-			198,500			-			216,500			1,064,735
Transfer agent and filing fees		12,151			9,523			59,484			30,994			338,274
Write-off of mineral claim expenditures		-			-			-			-			1,159,529
Write-down of property, plant and equipment		-			-			-			-			317,425
Total expenses		1,795,438			1,527,815			3,409,684			3,706,245			52,841,092
Loss from operations		(1,795,438	)		(1,527,815	)		(3,409,684	)		(3,706,245	)		(52,841,092	)
Gold income earned during the exploration stage
Gold sale proceeds earned during the exploration stage		-			-			52,450			372,915			3,714,310
Cost of gold sold		-			-			(43,790	)		(371,132	)		(3,250,373	)
Gold inventory addition from gold extraction		-			-			-			-			3,248,056
Total gold income earned during the exploration stage		-			-			8,660			1,783			3,711,993
Other income (expenses)
Interest and other income		19			20,303			64			20,344			277,871
Interest expenses on capital lease obligations		-			(6,417	)		-			(6,611	)		(333,221	)
Interest expenses on convertible debentures		-			(2,800	)		-			(5,600	)		(707,007	)
Other interest expenses and bank charges		(5,226	)		(4,023	)		(7,098	)		(7,965	)		(67,206	)
Commitment fees		(960,000	)		-			(960,000	)		-			(960,000	)
Loss on disposal of property, plant and equipment		(173,921	)		-			(173,921	)		-			(285,304	)
Write-off of convertible debentures and accrued interests		263,627			-			260,827			-			260,827
Total other (expenses) / income		(875,501	)		7,063			(880,128	)		168			(1,814,040	)
Net loss before cumulative effect of accounting change		(2,670,939	)		(1,520,752	)		(4,281,152	)		(3,704,294	)		(50,943,139	)
Cumulative effect of accounting change		-			-			-			-			(99,481	)
Net loss		(2,670,939	)		(1,520,752	)		(4,281,152	)		(3,704,294	)		(51,042,620	)
Other comprehensive income (loss)
(Loss) / Gain on foreign exchange		(72,747	)		(68,275	)		(23,088	)		(130,038	)		333,115
Comprehensive loss for the period	$	(2,743,686	)	$	(1,589,027	)	$	(4,304,240	)	$	(3,834,332	)	$	(50,709,505	)
Net loss per share	$	(0.002	)	$	(0.002	)	$	(0.004	)	$	(0.004	)
Basic and diluted weighted average number
of common shares outstanding		1,194,429,237			926,270,430			1,102,804,863			884,945,283

The accompanying notes are an integral part of these condensed consolidated financial statements
4

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Stated In United States Dollars)

								Period Since
								Recommencement
								of Exploration
		Six Months Ended						Stage from
		May 31, 2009			May 31, 2008			December 1, 2001
		(Unaudited)			(Unaudited)			to May 31, 2009
CASH PROVIDED BY (USED FOR):
Operating activities:
Net comprehensive loss for the period	$	(4,304,240	)	$	(3,834,332	)	$	(50,709,505	)
Adjustments to reconcile loss to net cash used in operating activities:
Cumulative effect of accounting change		-			-			99,481
Depreciation, amortization, accretion and impairment		116,902			164,917			2,676,634
Loss on disposal of property, plant and equipment		173,921			-			285,304
Stock-based compensation included in management fees		-			-			3,375,644
Stock issued for debenture		-			-			217,687
Non-cash consulting and other expenses
resulting from share issuance		1,330,132			240,000			4,774,338
Non-cash prepaid consulting fees expensed during the period		333,500			-			333,500
Non-cash commitment fees resulting from share issuance		960,000			-			960,000
Non-cash financing expense		-			-			252,003
Interest accrued		-			5,600			497,570
Write-off of convertible debentures and accrued interests		(260,827	)		-			(260,827	)
Write-off of mineral claim expenditures		-			-			1,159,529
Write-down of property, plant and equipment		-			-			317,425
Changes in non-cash operating working capital:
Gold inventory		43,790			371,132			2,317
Prepaid and other receivables		5,673			209,265			(41,310	)
Accounts payable and accrued liabilities		159,404			379			103,131
Asset retirement obligation		13,432			13,026			21,379
Net cash (used in) operating activities		(1,428,313	)		(2,830,013	)		(35,935,700	)
Investing activities:
Investment in mineral properties		-			(49,505	)		(1,124,091	)
Purchase of property, plant and equipment		(2,001	)		(71,658	)		(3,078,519	)
Proceeds from sale of property, plant and equipment, net		222,509			-			811,298
Net cash provided by (used in) investing activities		220,508			(121,163	)		(3,391,312	)
Financing activities:
Advances from (to) related party		429,715			(1,164,175	)		1,215,284
Repayment of loans payable		-			-			(35,729	)
Repayment of capital lease obligation		-			(31,013	)		(1,131,607	)
Repayment of convertible debentures		-			-			(74,999	)
Share subscriptions received		250,000			-			251,536
Common stock issued for cash (net of share issue costs)		507,000			3,782,046			39,115,335
Net cash provided by financing activities		1,186,715			2,586,858			39,339,820
(Decrease) Increase in cash and cash equivalents		(21,090	)		(364,318	)		12,808
Cash and cash equivalents, at beginning of the period		50,991			1,073,457			17,093
Cash and cash equivalents, at end of the period	$	29,901		$	709,139		$	29,901
Supplemental Cash Flow Information (Note 12)

The accompanying notes are an integral part of these condensed consolidated financial statements
5

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 1 – Basis of Presentation

The unaudited interim consolidated financial statements include the accounts of Silverado Gold Mines Ltd. and its wholly-owned subsidiaries Silverado Gold Mines Inc. and Silverado Green Fuel Inc. (collectively, “Silverado” or the “Company”). All significant inter-company transactions have been eliminated.

The unaudited interim consolidated financial statements do not include all information and footnote disclosures required under United States generally accepted accounting principles. In management’s opinion, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position as of May 31, 2009, and the results of operations and cash flows for all periods presented, have been included. Readers of these financial statements should note that interim results for the periods presented are not necessarily indicative of the results that can be expected for the entire fiscal year as a whole.

These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Silverado’s Annual Report on Form 10-KSB, for the fiscal year ended November 30, 2008. Certain of the prior period’s figures in the statement of operations and cash flows have been reclassified to conform to the presentation adopted in the current period.

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

The accompanying interim consolidated financial statements have been prepared assuming the Company will continue as a going concern, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company lacks sufficient working capital, has recurring losses and its operations continue to be funded primarily from sales of its stock. The ability of the Company to continue as a going concern, including completion of the acquisition, exploration and development of its mineral properties and completion of the research and development of its low-rank coal-water fuel project is dependent on the Company’s ability to obtain the necessary capital from sales of its stock or from debt financings. The interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 – Recent Accounting Pronouncements and Significant Accounting Policies

Recent Accounting Pronouncements and Interpretations

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement No. 160 “Non controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51”. This statement requires that the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company will adopt this statement on December 1, 2009 and the Company does not expect that this statement will have a material impact on the Company’s consolidated financial statements.

6

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 2 – Recent Accounting Pronouncements and Significant Accounting Policies (Continued)

Recent Accounting Pronouncements and Interpretations (Continued)

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“SFAS 157”), which provides expanded guidance for using fair value to measure assets and liabilities. SFAS 157 establishes a hierarchy for data used to value assets and liabilities, and requires additional disclosures about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and all interim periods within those fiscal years. However, in February 2008, the FASB issued Staff Position 157-2 which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. For items within its scope, this Staff Position defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008. Effective December 1, 2008, the Company has adopted SFAS 157. The adoption of SFAS 157 has had no material impact on the Company’s consolidated financial statements.

Exploration Stage Company

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

Income Taxes

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

Effective December 1, 2007, the Company adopted the provisions of the FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109. FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with SFAS 109, Accounting for Income Taxes. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Based on our review, there was no impact of FIN 48 on our financial position.

7

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 2 – Recent Accounting Pronouncements and Significant Accounting Policies (Continued)

Gold Inventory

The Company values its gold inventories at the lower of cost or market. The Company is still in the exploration stage. By definition, the Company’s direct and absorbed costs would exceed the market value of any gold recovery. Therefore, the Company values gold inventory additions from gold extraction at the spot price as of the date of the addition to the gold inventory, and records the costs of gold inventory sold on a first-in first-out basis. Gold sale proceeds and cost of gold sold are recorded as other income earned during the exploration stage.

Basic and Diluted Loss Per Share

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

Mineral Rights Payments and Exploration Costs

Pursuant to EITF 04-02, “Whether Mineral Rights are Tangible or Intangible Assets and Related Issues”, the Company has modified its accounting policy with respect to mineral claim payments, retroactively effective to June 1, 2004, to capitalize the direct costs to acquire or lease mineral properties and mineral rights as tangible assets. The direct costs include the costs of signature (lease) bonuses, options to purchase or lease properties, and brokers’ and legal fees. If the acquired mineral rights relate to unproven properties, the Company does not amortize the capitalized mineral costs, but evaluates the capitalized mineral costs periodically for impairment. The Company expenses all costs related to the exploration of mineral claims in which it had secured exploration rights prior to establishment of proven reserves.

When it has been determined that a mineral property can be economically developed as a result of establishing proven reserves, the costs then incurred to develop such property are capitalized. Capitalized costs related to such property will be amortized using the units-of-production method over the estimated life of the proven reserve.

Use of Estimates

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

Revenue Recognition

During the period the Company is in the exploration stage, proceeds on gold recoveries from test mining are recorded as other income earned during the exploration stage.

8

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 2 – Recent Accounting Pronouncements and Significant Accounting Policies (Continued)

Asset Retirement Obligation

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

SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and they comprise cash on hand, deposits held with banks and other highly liquid investments. Highly liquid investments are readily convertible to cash and generally have maturities of three months or less from the time acquired. The Company places its cash and cash equivalents with high quality financial institutions which the Company believes limits credit risks.

Accounting for Stock-based Compensation

Effective December 1, 2006, the Company adopted the provisions of SFAS 123(R) (Share-based Compensation) requiring equity awards granted under its stock option plan to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award. Prior to December 1, 2006, the Company accounted for awards granted under its stock option plans utilizing the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations, and provided the required pro forma disclosures prescribed by SFAS 123, “Accounting for Stock-Based Compensation”, as amended. Under the existing stock option plans, all options vest entirely on the grant date. Therefore, there were no partially vested options outstanding as of the SFAS 123(R) adoption date.

Fair Value of Financial Instruments

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

9

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 3 – Gold Inventory

For the six months ended May 31, 2009, the Company sold 58.15 troy ounces of gold, (for the six months ended May 31, 2008: 564.46 troy ounces) for net proceeds of $52,450 (May 31, 2008: $372,915), which were recorded as other income earned during the exploration stage. In addition, the Company wrote off 8.45 troy ounces gold inventory for the inventory shrinkage, the value of which is $5,556 recorded as cost of gold sold. The following is a summary of gold inventory changes during the six months ended May 31, 2009 and during the fiscal year ended November 30, 2008:

	Troy			Weighted
	Ounces			Average price		Value
Balance as of November 30, 2007	2,996			657.50		1,969,870
Cost of gold sold	(2,920	)		657.50		(1,919,764	)
Balance as of November 30, 2008	76		$	657.50	$	50,106
Cost of gold sold	(66	)		657.50		(43,790	)
Balance as of May 31, 2009	10		$	657.50	$	6,316

Note 4 – Related Party Transactions

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

The Tri-Con Group are operations, exploration and development contractors and have been employed by the Company under contract since 1972 to carry out all of the Company’s fieldwork and to provide field administrative and management services. Under the current contracts dated January 1, 1997, work is charged at cost plus 25% for exploration and cost plus 15% for development and mining. Cost includes out-of-pocket or actual cost plus 15% for office overhead including stand-by and contingencies. There is no mark-up on capital purchases. The Tri-Con Group does not charge the Company for the services of any of its directors who are also directors of the Company. In addition, per the terms of the agreements, the Company paid a base administration fee of $10,000 CDN per month to Tri-Con Mining Ltd. and $10,000 US per month to Tri-Con Mining Inc.

For the six months ended May 31, 2009, the Tri-Con Group’s services focused mainly on corporate planning; mining, drilling and engineering planning and preparation for production on the Company’s Nolan property; equipment and property maintenance and administration services at both the field and corporate offices. As of May 31, 2009, Silverado owed $1,506,596 (November 30, 2008: $1,076,881) to the Tri-Con Group for exploration and administration services performed on behalf of Silverado. Subsequent to the quarter ended May 31, 2009, Tri-Con Group wrote off $600,000 of receivables from the Company in light of the Company’s capital requirements (see Note 14(a) – Subsequent Events). The following is a summary of Tri-Con Group charges for the six months ended May 31, 2009 and 2008:

		May 31, 2009		May 31, 2008
		(Unaudited)		(Unaudited)
Mineral exploration and administration services	$	669,179	$	1,638,777
General administration and management services		353,440		540,863
	$	1,022,619	$	2,179,640
Amount of total charges in excess of Tri-Con’s costs incurred	$	291,180	$	529,592
Percentage of excess amount charged		28.5%		24.3%

10

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 5 – Mineral Properties and Mineral Rights

The Company holds interests in four groups of mineral properties in Alaska, U.S.A. All of these properties are in the exploration stage and have no proven reserves as of May 31, 2009. Pursuant to EITF 04-02, “Whether Mineral Rights are Tangible or Intangible Assets and Related Issues”, the Company, retroactively effective to June 1, 2004, capitalizes the direct costs to acquire or lease mineral properties and mineral rights as tangible assets. The direct costs include the costs of signature (lease) bonuses, options to purchase or lease properties, and brokers’ and legal fees.

A summary of such capitalized direct costs for the six months ended May 31, 2009 and for the fiscal year ended November 30, 2008 is as follows:

		Nolan		Ester Dome		Hammond		Eagle Creek
Capitalized Mineral Rights:		(a)		(b)		(c)		(d)		Total
Balance as of November 30, 2007	$	582,439	$	24,837	$	350,000	$	55,040	$	1,012,316
Additions during the year:
Claim fees paid during the year		75,880		6,885		7,500		10,010		100,275
Royalty payments		-		-		50,000		5,000		55,000
Accrued mineral rights		-		-		30,000		-		30,000
Balance as of November 30, 2008		658,319		31,722		437,500		70,050		1,197,591
Additions during the period:
Accrued mineral rights		-		-		80,000		-		80,000
Balance as of May 31, 2009	$	658,319	$	31,722	$	517,500	$	70,050	$	1,277,591

(a) Nolan Gold Project, Wiseman Mining District, Alaska

The Nolan Gold Project consists of 5 contiguous claim groups covering approximately 6 square miles, 8 miles west of Wiseman and 175 miles north of Fairbanks, Alaska. In addition, The Clara Creek and Marion Creek claim groups are located approximately 1.5 and 3 miles north of Coldfoot, Alaska, and are situated near the Dalton Highway. Both Clara Creek and Marion Creeks are left limit tributaries to the Middle Fork of the Koyukuk River.

In total, the Company owns a 100% interest in 204 federal placer mining claims and 407 federal lode claims in the Nolan Gold Project. The specific claim groups at this site are as follows:

i)	Nolan Placer: This claim group consists of 148 unpatented federal placer claims.
ii)	Thompson’s Pup: This claim group consists of 6 unpatented federal placer claims and is subject to a royalty of 3% of net profits on 80% of production.
iii)	Dionne (Mary’s Bench): This claim group consists of 15 unpatented federal placer claims.
iv)	Smith Creek: This claim group consists of 28 unpatented federal placer claims.
v)	Marion Creek and Clara Creek: This claim group consists of 2 unpatented federal placer mining claims located on Marion Creek and 5 unpatented federal placer mining claims located on Clara Creek.
vi)	Nolan Lode: this claim group consists of 407 unpatented federal lode claims. The lode claims overlie much of the placer properties, and extend beyond them.

There were no claim maintenance and holding fees due during the six-month period ended May 31, 2009. During the fiscal year ended November 30, 2008, the Company paid claim maintenance and holding fees of $76,375 to the Bureau of Land Management (“BLM”) and received a refund of $495 from BLM for a 2007 overpayment.

11

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 5 – Mineral Properties and Mineral Rights (Continued)

(b) Ester Dome Gold Project, Fairbanks Mining District, Alaska

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

i)	Grant Mine: This property consists of 26 state mineral claims subject to payments of 15% of net profits until $2,000,000 has been paid and 3% of net profits thereafter. The mill has remained inactive since February 1989 and the plant and equipment cost was written down to zero on our accounting records. During fiscal 2008 and the six months ended May 31, 2009, the work on the Grant Mine was limited to assessment work. The Company will continue to make claim rental payments for the current fiscal year and continue with assessment work.
ii)	May (St. Paul)/Barelka: This gold property consists of 22 state mineral claims subject to payments of 15% of net profits until $2,000,000 (inflation indexed from 1979) has been paid and 3% of net profits thereafter.
iii)	Dobb’s: This property consists of 1 unpatented federal mineral claim and 4 state mineral claims subject to payments of 15% of net profits until $1,500,000 has been paid and 3% of net profits thereafter.

There were no state mining claim fees due during the six-month period ended May 31, 2009. During the fiscal year ended November 30, 2008, the Company paid state mining claim fees of $6,760 to the State of Alaska Department of Natural Resources and federal mining claim fees of $125 to BLM.

(c) Hammond Property, Wiseman Mining District, Alaska

This property consists of 24 Federal placer claims and 36 Federal lode claims covering one and one-half square miles and adjoining the Nolan Gold Properties. The Company is obligated to pay a royalty equal to 10% of gross production and is subject to a minimum royalty of $80,000 per year. At May 31, 2009, the capitalized mineral rights of $517,500 (November 30, 2008: $437,500) for the Hammond property includes royalty accruals totalling $470,000 (November 30, 2008: $390,000) that are unpaid, in arrears, and included in mineral claims payable on the accompanying consolidated balance sheets. During the six months ended May 31, 2009, the Company accrued $80,000 of minimum royalties payable. During the fiscal year ended November 30, 2008, the Company accrued $30,000 and paid $50,000 of minimum royalties, and paid $7,500 in federal claim fees to BLM.

(d) Eagle Creek Property, Fairbanks Mining District, Alaska

This property consists of 77 state mineral claims. The Company owns a 50% interest and has an option agreement to purchase a 100% interest in the property for $400,000, of which $48,000 remains to be paid. A payment in the amount of $5,000 is due on August 1 of each year until the remaining $48,000 is paid, with such yearly payment required to be paid to keep the option agreement in good standing. There were no state mining claim fees and option payment due during the six-month period ended May 31, 2009. During the fiscal year ended November 30, 2008, the Company paid $10,010 of state mining claim fees and a $5,000 option payment.

12

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 6 – Property, plant and equipment

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

Mining equipment	10 years
Auto and trucks	5 years
Computer software	1 year
Computer equipment	3 years
Leaseholds improvements	Duration of lease (5-7 years)
Furniture and Fittings	10 years

Property, plant and equipment primarily include mining equipment and camp facilities at the Nolan Gold Project. Leasehold improvements are for both the Vancouver, BC and Fairbanks, AK offices. Assets currently in construction are segregated and will be reclassified as depreciable assets as soon as they are put into use.

A summary of the Company’s property, plant and equipment at May 31, 2009 is as follows:

				May 31, 2009
				Accumulated
				Depreciation and		Net Book
		Cost		Amortization		Value
Offices
Office leasehold improvements	$	597,557	$	150,229	$	447,328
Computer equipment and software		136,169		114,587		21,582
Furniture and fittings		394,358		389,797		4,561
Mining Project
Nolan gold project buildings		63,000		63,000		-
Leasehold improvements		48,123		16,843		31,280
Nolan mining equipment		1,069,510		493,687		575,823
Auto and trucks		19,193		3,519		15,674
Capital assets in construction		24,245		-		24,245
	$	2,352,155	$	1,231,662	$	1,120,493

13

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 6 – Property, plant and equipment (Continued)

A summary of the Company’s property, plant and equipment at November 30, 2008 is as follows:

		November 30, 2008
				Accumulated
				Depreciation and		Net Book
		Cost		Amortization		Value
Offices
Office leasehold improvements	$	597,557	$	107,627	$	489,930
Computer equipment and software		134,167		102,819		31,348
Furniture and fittings		394,358		389,518		4,840
Mining Project
Nolan gold project buildings		63,000		63,000		-
Leasehold improvements		48,123		12,031		36,092
Nolan mining equipment		1,869,301		864,164		1,005,137
Auto and trucks		63,009		22,777		40,232
Capital assets in construction		24,245		-		24,245
	$	3,193,760	$	1,561,936	$	1,631,824

Note 7 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of:

		May 31, 2009		November 30, 2008
Accounts payable and accrued payables	$	600,037	$	440,633
Accrued interest		-		120,827
	$	600,037	$	561,460

The accrued interest payable of $120,827 as of November 30, 2008 relates to the convertible debentures (see Note 8 – Convertible Debentures, below). The Company accrued an additional $2,800 of interest payable during the first fiscal quarter ended February 28, 2009. The accrued interest payable was written off during the second fiscal quarter ended May 31, 2009.

14

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 8 – Convertible Debentures

On March 1, 2001, Silverado completed negotiations to restructure convertible debentures totaling $2,000,000. Replacement debentures totaling $2,564,400 were issued in consideration of cancellation of the original debentures plus all accrued interest to March 1, 2001. As of November 30, 2004 the replacement debentures were repaid in full. Certain of the original convertible debentures, reflecting an aggregate principal amount of $140,000, were not exchanged for replacement debentures as the Company had been unsuccessful in its extensive attempts to locate the holders of such securities.

The Company has been advised by one of its attorneys that any claims relating to the debt arising from the such unexchanged debentures is limitation-barred by operation of the British Columbia Limitation Act. As a result, the Company has written off the full value of the principal and accrued interest of such unexchanged convertible debentures in the amounts of $140,000 and $123,627, respectively, for a total write off of $263,627 during the fiscal quarter ended May 31, 2009.

Note 9 – Asset Retirement Obligations

Asset retirement obligations relate to the closure and reclamation of the Grant Mine Tailing Pond, and to the reclamation work associated with the Nolan Gold Project consisting of dismantling and removal of site structures and equipment, and reshaping and revegetating the disturbed areas. The Company has no assets legally restricted for purposes of settling asset retirement obligations. The Nolan Gold and Antimony Properties are covered under the State of Alaska Department of Natural Resources Statewide Bond Pool. However, the facilities at the Grant Mine including the Tailings Pond were constructed prior to the establishment of the State of Alaska Department of Natural Resources Statewide Bond Pool.

Grant Mine

The Grant Mine is not an active mine and related assets were written off as impaired effective December 1, 2001. The retirement obligations associated with the Grant Mine involves the decommissioning of the Grant Mill Tailings Pond that was built in the early 1980s and no longer used after 1989. The Company has retained a geotechnical and environmental consulting firm to assist with a preliminary report for the closure of the tailings pond. The preliminary report is part of the closure plan, and further reclamation work involves another closure phase that needs permits and/or approval by State of Alaska regulatory agencies. Thus, the fair value of the cost of reclamation at this holding time is the original $364,651 as of November 30, 2008 plus a 5% annual accretion expense. Also, the Company is currently reviewing documentation from independent licensed environmental and engineering companies that were involved in geochemical and geotechnical studies and land surveying of the tailings pond and tailings impoundment to better establish the reclamation cost.

Nolan Gold Project

The retirement obligations associated with the Nolan mineral properties are associated with the reclamation of disturbed land resulting from normal operations and are not the result of improper operations of an asset such as environmental remediation liabilities and thus are within the scope of SFAS 143. The Nolan mineral properties are subject to federal mining claims and thus are under the active supervision of the Bureau of Land Management.

15

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 9 – Asset Retirement Obligations (Continued)

Nolan Gold Project (Continued)

As of May 31, 2009, the Company is obligated to reclaim 21 acres at Nolan Creek. These 21 acres are essential for the Company’s operations, consisting of the camp area, equipment storage area, processing area, explosives storage area, and the portal area, as well as the roads and core storage area. The Company estimated that accrued obligations plus 5% annual accretion expense would be sufficient to reclaim these 21 acres for a potential third party remediation clean-up.

A summary of asset retirement obligations for the six months ended May 31, 2009 and for the fiscal year ended November 30, 2008 is as follows:

		Grant		Nolan
		Mine		Project			Total
Balance, November 30, 2007	$	347,287	$	182,024		$	529,311
Accretion expense		17,364		9,101			26,465
Liabilities settled		-		(18,518	)		(18,518	)
Balance, November 30, 2008		364,651		172,607			537,258
Accretion expense		9,116		4,316			13,432
Balance, May 31, 2009	$	373,767	$	176,923		$	550,690

16

Note 10 – Common Stock

The authorized common stock of the Company consists of an unlimited number of common shares, without par value. The following is a summary of the Company’s issuances of common stock during the six-month period ended May 31, 2009 and for the fiscal year ended November 30, 2008:

	Number of		Common Stock
	Shares		Amount
Balance as of November 30, 2007	785,607,717	$	89,374,641
Shares issued for cash:
Private placement at $0.03 per share	35,000,000		1,050,000
Private placement at $0.0325 per share	80,698,459		2,622,700
Common stock purchase warrants exercised at $0.035, December 2007	16,513,024		577,956
Common stock purchase warrants exercised at $0.035, January 2008	1,484,563		51,960
Common stock purchase warrants exercised at $0.035, February 2008	4,166,667		145,833
Common stock purchase warrants exercised at $0.0125, October 2008	21,166,671		264,583
Commissions paid	-		(409,601	)
Total shares issued for cash	159,029,384		4,303,431
Shares issued for consulting fees:
Shares issued at $0.06, January 2008	500,000		30,000
Shares issued at $0.10, February 2008	1,800,000		180,000
Shares issued at $0.06, February 2008	500,000		30,000
Shares issued at $0.03, August 2008	8,000,000		240,000
Shares issued at $0.03, September 2008	4,000,000		120,000
Shares issued at $0.03, October 2008	13,000,000		390,000
Shares issued at $0.01, November 2008	5,000,000		50,000
Total shares issued for consulting fees	32,800,000		1,040,000
Balance as of November 30, 2008	977,437,101		94,718,072
Shares issued for cash:
Private placement at $0.003833 per share	18,260,870		70,000
Private placement at $0.004 per share	19,250,000		77,000
Private placement at $0.0025 per share	38,000,000		95,000
Private placement at $0.01 per share	25,000,000		250,000
Private placement at $0.01 per unit	4,000,000		40,000
Commissions paid	-		(25,000	)
Total shares issued for cash	104,510,870		507,000
Shares issued for consulting fees and other expenses:
Shares issued at $0.0125, January 2009	26,000,000		325,000
Shares issued at $0.03, January 2009	25,000,000		750,000
Shares issued at $0.0085, February 2009	6,000,000		51,000
Shares issued at $0.01, February 2009	2,000,000		20,000
Shares issued at $0.0051, February 2009	6,555,000		33,427
Shares issued at $0.0087, February 2009	15,000,000		130,500
Shares issued at $0.00333, February 2009	3,109,800		10,356
Shares issued at $0.0125, March 2009	29,000,000		362,500
Shares issued at $0.00644, March 2009	2,112,069		13,606
Shares issued at $0.013, April 2009	15,000,000		195,000
Shares issued at $0.0122, May 2009	357,965		4,367
Shares issued for commitment fees at $0.0096, May 2009	100,000,000		960,000
Total shares issued for non-cash items	230,134,834		2,855,756
Balance as of May 31, 2009	1,312,082,805	$	98,080,828

17

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 10 – Common Stock (Continued)

(a) Private Placements

For six-month period ended May 31, 2009

During the six-month period ended May 31, 2009, the Company completed private placements resulting in the issuance of an aggregate of 18,260,870 common shares at $0.0038 per share, 19,250,000 common shares at $0.004 per share and 38,000,000 common shares at $0.0025 per share. The Company received aggregate proceeds of $242,000 from such private placements. The Company also completed private placements resulting in the issuance of an aggregate of 4,000,000 units at $0.01 per unit. Each unit consisted of one share of common stock and one common stock purchase warrant exercisable for a number of additional shares of common stock equal to the number of units purchased, at a per share exercise price of $0.02 within the one year period commencing from the date of the subscription agreement. The Company received proceeds of $40,000 from such private placements.

In addition, during the six-month period ended May 31, 2009, the Company completed a private placement resulting in the issuance of 25,000,000 common shares at a price of $0.01 per share, receiving proceeds of $250,000 in accordance with an Equity Line of Credit Agreement (see Note 10(c) – Equity Line of Credit and Commitment Fees, below). In accordance with the Equity Line of Credit Agreement, the Company paid commission fees of $25,000 which was recorded as a reduction of common stock.

As of May 31, 2009, the Company also received $135,000 for the sale of 16,875,000 restricted common shares at a price of $0.008 per share and $115,000 for the sale of an aggregate of 11,500,000 units at a price of $0.01 per unit. These private placements have not yet been completed as securities had not been issued as of May 31, 2009. Included in 11,500,000 units issued subsequent to May 31, 2009 are 11,500,000 shares and 6,500,000 common stock purchase warrants. Each common stock purchase warrant is exercisable for an additional share of common stock at a per share exercise price of $0.02 within the one year period commencing from the date of the subscription agreement.

For the fiscal year ended November 30, 2008

During the fiscal year ended November 30, 2008, the Company completed private placements resulting in the issuance of an aggregate of 35,000,000 units at $0.03 per unit and 80,698,459 units at $0.0325 per unit. Each unit consisted of one share of the Company’s restricted common stock and one half-warrant, with a full warrant (consisting of two half-warrants) being exercisable for a period of one year at a per share exercise price of $0.07. The Company received gross proceeds of $3,672,700 from such private placements, of which $275,136 cash was received before the fiscal year ended November 30, 2007. In addition, the Company received $1,040,332 from the issuance of 43,330,925 restricted shares of its common stock through warrant exercises during fiscal year 2008. The Company paid commission fees of $409,601, which was recorded as a reduction of common stock.

18

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 10 – Common Stock (Continued)

(b) Common Stock Issued for Consulting Fees

During the six-month period ended May 31, 2009, the Company entered into several consulting agreements for various corporate planning and business development services to the Company. Pursuant to these consulting agreements, the Company issued an aggregate of 130,134,834 shares of the Company’s common stock for consulting fees and other expenses, valued at the fair market price at the dates of various consulting agreements and payable settlement agreements, for total consideration of $1,895,756, of which $1,330,132 was recorded as consulting fees and $565,624 was recorded as prepaid expenses based on the terms of the consulting agreements. These shares were issued under the Company’s Equity Compensation Plans (See Note 11(a) – Equity Compensation Plans, below).

During the fiscal year ended November 30, 2008, the Company also issued an aggregate of 32,800,000 shares of the Company’s common stock in payment of consulting fees, valued at the fair market price at the dates of consulting agreements, for total consideration of $1,040,000, of which $706,500 was recorded as consulting fees and $333,500 was recorded as prepaid expenses based on the terms of the consulting agreements. $333,500 of prepaid consulting fees was subsequently expensed during the six-month period ended May 31, 2009.

(c) Equity Line of Credit and Commitment Fees

On May 6, 2009, the Company entered into an Equity Line of Credit Agreement with an accredited investor (the “Investor”), pursuant to which the Company has the right to raise at least $3,000,000 and up to $100,000,000 through the sale of its common stock over the term of the agreement, unless earlier terminated. Upon execution, the Company immediately raised $250,000 from the Investor pursuant to an initial sale of 25,000,000 common shares at a price of $0.01 per share (see Note 10(a) – Private Placements, above).

Upon execution, the Company also issued to the Investor 100,000,000 shares of the Company’s common stock as payment of a commitment fee, with such shares valued at the fair market price at the date of issuance ($0.0096 per share on May 6, 2009). Such shares were deemed fully earned as of the date of the agreement and therefore the fair market value of such shares was included in consolidated statements of operations and other comprehensive loss for the three and six months ended May 31, 2009.

Note 11 – Stock Options, Equity Compensation Plans and Common Stock Purchase Warrants

(a) Stock Options and Equity Compensation Plans

On January 29, 2009, the Company adopted the 2009 Equity Compensation Plan (the “2009 Plan”) to encourage certain directors, officers, employees, and consultants of the Company to acquire and hold stock in the Company as an added incentive to remain with the Company, to increase their efforts in promoting the interests of the Company and to enable the Company to attract and retain capable individuals. The number of shares issued under the Plan may not exceed 130,000,000 in aggregate. On January 29, 2009, the Company filed a registration statement on Form S-8 to register all 130,000,000 of such shares.

On June 1, 2009, the Company adopted the 2009-II Equity Compensation Plan (the “2009-II Plan”) to encourage certain directors, officers, employees, and consultants of the Company to acquire and hold stock in the Company as an added incentive to remain with the Company, to increase their efforts in promoting the interests of the Company and to enable the Company to attract and retain capable individuals. The number of shares issued under the Plan may not exceed 80,000,000 in aggregate. On June 1, 2009, the Company filed a registration statement on Form S-8 to register all 80,000,000 of such shares.

19

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 11 – Stock Options, Equity Compensation Plans and Common Stock Purchase Warrants (Continued)

(a) Stock Options and Equity Compensation Plans (Continued)

During six months ended May 31, 2009, there were no options granted. Pursuant to several consulting agreements, the Company issued an aggregate of 130,134,834 shares of the Company’s common stock under the Company’s Equity Compensation Plans in payment of consulting fees and other expenses, valued at the fair market price on the effective dates of the consulting agreements.

There was no Stock Option Plan adopted and no options granted by the Company during the fiscal year ended November 30, 2008. During the fiscal year 2008, the Company issued an aggregate of 32,800,000 shares of the Company’s common stock in payment of consulting fees under the Company’s Equity Compensation Plans adopted in fiscal year 2007.

A summary of the change in outstanding and exercisable stock options for the six-month period ended May 31, 2009 and for the fiscal year ended November 30, 2008 is as follows:

					Weighted
	Outstanding and			Weighted	Average
	Exercisable			Average	Remaining
	Options			Excercise Price	Contractual Life
Balance, November 30, 2007	72,500,000		$	0.06	4.43 years
Options cancelled and expired	(2,100,000	)		0.11
Balance, November 30, 2008	70,400,000			0.06	3.47 years
Options granted	-			-
Options exercised	-			-
Options cancelled and expired	(14,400,000	)		0.06
Balance, May 31, 2009	56,000,000		$	0.06	3.19 years

The balance of outstanding and exercisable common stock options as at May 31, 2009 is as follows:

Number of Options			Remaining
Outstanding and			Contractual Life
Exercisable		Exercise Price	(Years)
39,700,000	$	0.050	1.61 - 3.60
16,300,000		0.070	3.62
56,000,000

Fair Value Determination

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options when the options are granted under the following weighted average assumptions:

20

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 11 – Stock Options, Equity Compensation Plans and Common Stock Purchase Warrants (Continued)

(a) Stock Options and Equity Compensation Plans (Continued)

Expected volatility is based on historical volatility. Because trading tends to be thin, in relation to the total shares outstanding, average weekly stock prices were used to calculate volatility. Management believes that the annualized weekly average of volatility is the best measure of expected volatility.

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

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

There were no stock options granted and valued during the six-month period ended May 31, 2009 and the fiscal year ended November 30, 2008.

(b) Common Stock Purchase Warrants

During the six-month period ended May 31, 2009, 40,349,230 of the Company’s outstanding warrants expired and 4,000,000 common stock purchase warrants were granted by the Company upon the completion of private placements as of May 31, 2009. Such private placements resulted in the issuance of an aggregate of 4,000,000 units at $0.01 per unit. Each unit consisted of one share of common stock and one common stock purchase warrant exercisable for a number of additional shares of common stock equal to the number of units purchased, at a per share exercise price of $0.02 within the one year period commencing from the date of the subscription agreement.

In September 2008, the Company reduced the exercise price of 3,666,667 of its common stock purchase warrants from $0.10 to $0.0125 per common share and 17,500,004 of its common stock purchase warrants from $0.07 to $0.0125 per common share, and all of such warrants were exercised in October 2008.

In November 2007, the Company reduced the exercise price of 16,513,024 of its common stock purchase warrants from $0.12 to $0.035 per common share, and such warrants were exercised in December 2007. In December 2007, the Company reduced the exercise price of 990,001 of its common stock purchase warrants from $0.12 to $0.035 per common share and 495,001 of its common stock purchase warrants from $0.06 to $0.035 per common share, of which a total of 1,484,563 warrants were exercised in January 2008, and the remaining 439 warrants expired. In December 2007, the Company reduced the exercise price of 4,166,667 of its common stock purchase warrants from $0.10 to $0.035 per common share, and such warrants were exercised in February 2008.

21

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 11 – Stock Options, Equity Compensation Plans and Common Stock Purchase Warrants (Continued)

(b) Common Stock Purchase Warrants (Continued)

During fiscal years 2007 and 2008, the Company completed private placements resulting in the issuance of units consisting of one share of Company restricted common stock and one half-warrant (with each whole warrant exercisable for one share of Company restricted common stock). The warrants referenced above were issued during such private placements. There was no value assigned to these warrants when they were granted. The exercise price reduction incentivized the holders to exercise the warrants, which assisted the Company in meeting its working capital requirements. The Company received less proceeds from these exercised warrants due to the price reductions, but the Company believes these warrants would have been left to expire had the Company not effected the exercise price reductions.

A summary of the change in common stock purchase warrants for the six months ended May 31, 2009 and for the fiscal year ended November 30, 2008 is as follows:

				Weighted	Weighted Average
	Outstanding			Average	Remaining
	Warrants			Excercise Price	Contractual Life
Balance, November 30, 2007	62,013,003		$	0.110	0.32 years
Warrants issued	57,849,234			0.070
Warrants exercised	(43,330,925	)		0.024
Warrants expired	(36,182,082	)		0.108
Balance, November 30, 2008	40,349,230			0.070	0.17 years
Warrants issued	4,000,000			0.020
Warrants expired	(40,349,230	)		0.070
Balance, May 31, 2009	4,000,000		$	0.020	0.89 years

The balance of outstanding and exercisable common stock purchase warrants as at May 31, 2009 is as follows:

Number of			Remaining
Warrants		Exercise	Contractual Life
Outstanding		Price	(Years)
3,000,000	$	0.020	0.89
1,000,000		0.020	0.90
4,000,000

22

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 12 – Supplemental Cash Flow Information

		Six Months Ended
		May 31, 2009		May 31, 2008
		(Unaudited)		(Unaudited)
Changes in non-cash financing and investing activities:
Common stock issued for consulting and other expenses	$	1,330,132	$	240,000
Common stock issued for commitment fees		960,000		-
Common stock issued for prepaid consulting fees		565,624		-
Common shares issued for subscriptions received		-		275,136
Mineral claims royalty payable changes at period-end for mineral rights		80,000		30,000
Other cash flow information:
Interest paid	$	4,173	$	8,521

Note 13 – Commitments

a) Severance Agreements and Indemnity Agreements with Directors

The Company has entered into a compensation agreement with a director of the Company. The agreement provides for severance arrangements where a change of control of the Company occurs, as defined, and such director is terminated.

b) Office Lease

The Company entered into a seven year office lease agreement expiring in July 2014 for its Vancouver office when obliged to vacate its previous lease location at the expiry of the lease. The Company’s future minimum lease payments under this lease are as follows:

Fiscal years ending November 30, 2009 - 2011	$	288,049
Fiscal year ending November 30, 2012		125,268
Fiscal year ending November 30, 2013		128,439
Fiscal year ending November 30, 2014		85,626
;	$	627,382

SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

as of May 31, 2009

(Stated in United States Dollars)

Note 14 – Subsequent Events

Subsequent to May 31, 2009, the following events took place:

a)	In light of the Company’s capital requirements, the Tri-Con Group wrote off $600,000 of receivables from the Company in June 2009 (see Note 4 – Related Party Transactions.)
b)	A total of 7,800,000 of outstanding stock options, with a weighted average price of $0.061, expired.
c)	The Company signed an additional consulting agreement with a consultant for the provision of various corporate planning and business development services. Pursuant to this consulting agreement, the Company issued an additional 30,000,000 common shares on June 2, 2009 at a price of $0.012 per share, valued at the fair market price at the date of the amended agreement, for a total of $360,000.
d)	The Company completed private placements resulting in the issuance of an aggregate of 28,900,000 units at $0.01 per unit. Such units consist of 38,400,000 common shares and 19,400,000 common stock purchase warrants. Each common stock purchase warrant is exercisable for an additional share of common stock at a per share exercise price of $0.02 within the one year period commencing from the date of the subscription agreement.
e)	In June 2009, the Company raised $95,000 of capital pursuant to the sale of 9,500,000 common shares at a price of $0.01 per share under the Equity Line of Credit Agreement. In accordance with such agreement, the Company paid commission fees of $9,500.
f)	In June 2009, the Company issued 505,927 common shares at a price of $0.01063 per share for a total of $5,378 and 376,430 common shares at a price of $0.01504 per share for a total of $5,661.51 in payment of consulting fees, pursuant to a consulting agreement.
g)	On July 6, 2009, the Company has engaged D&D Securities Company as its investment banking firm. The engagement commenced immediately.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the operating results and financial position of Silverado Gold Mines Ltd. (“Silverado” or the “Company”) for the six months ended May 31, 2009. It should be read in conjunction with the Company’s audited consolidated financial statements and footnotes for the fiscal year ended November 30, 2008 and the interim unaudited consolidated financial statements for the six-month period ended May 31, 2009.

All financial information in this Management’s Discussion and Analysis (“MD&A”) is expressed and prepared in conformity with US generally accepted accounting principles. All references are in US dollar, the Company’s reporting currency, unless otherwise noted. Some numbers in this MD&A have been rounded to the nearest thousand for discussion purposes.

Certain forward-looking statements are discussed in this MD&A with respect to the Company’s activities and future financial results, which are made based upon management’s current expectations and beliefs. There can be no assurance that future developments affecting the Company will be those anticipated by management.

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

The Company is engaged in the acquisition and exploration of mineral properties in the State of Alaska, through its wholly-owned subsidiary, Silverado Gold Mines Inc., and is involved with a new environmentally friendly low-rank coal-water fuel (“LRCWF”) technology through its other wholly-owned subsidiary, Silverado Green Fuel, Inc.

The Company has committed over three decades of work to the exploration, development and test mining of gold properties throughout North America. In the mid-1980s, the Company decided to focus its efforts in Alaska. We have extensive experience in geological, geochemical and geophysical exploration techniques. Our

25

mineral holdings are located in the Fairbanks Mining District and in the Koyukuk Mining District, consisting of both lode and placer mining claims. At the present time, the Company’s primary focus is the exploration and development of our Nolan Gold Project and our Hammond property located 175 miles north of Fairbanks, Alaska. We are also continuing with exploration activities on our Eagle Creek Property and our Ester Dome Project, which are both located in the Fairbanks Mining District.

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

MINERAL EXPLORATION

The Company is a mineral exploration company with interests in properties located throughout the state of Alaska. The majority of such properties are in the early stages of exploration, and there is no assurance that a commercially viable mineral deposit exists on such properties.

The Company holds interests in four groups of mineral properties in Alaska, as listed below:

1)	Nolan property
2)	Hammond Property;
3)	Eagle Creek Property; and
4)	Ester Dome Property.

Overall mineral exploration performance during the six-month period ended May 31, 2009 and management’s plan of operations for each property are discussed below.

Effective January 1, 2009, based on completion of a preliminary feasibility study by an independent and AIPG Certified Professional Geologist (the “QP”), our Nolan Gold and Antimony Lode Project has disclosed an economically viable mineral reserve. The preliminary feasibility study entitled, “Update of Mineral Resource and Reserve Estimates and Preliminary Feasibility Study, Workman’s Bench Antimony-Gold Lode Deposit, Nolan Creek, Wiseman B-1 Quadrangle, Koyukuk Mining District, Northern Alaska, January 1, 2009” (the “Technical Report”), concluded that the resource estimates disclosed by the Company in its Current Report on Form 8-K filed with the SEC on November 17, 2008 can be reclassified as a probable reserve. Though there were no material changes to the grades and quantities previously reported on November 17, 2008, there was additional data produced that added new grades and there was further work conducted on this zone that resulted in the aforementioned reclassification.

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In response to comments received from the British Columbia Securities Commission (BCSC) in May 2009, the Company amended the Technical Report to reflect additional data. A copy of the amended Technical Report, dated June 1, 2009, was filed on June 3, 2009 on SEDAR and EDGAR, and can also be found at the Company’s website at www.silverado.com. The measured reserve estimates on Workman’s Bench, on which the pre-feasibility study was based, have not changed. Certain material changes are shown below:

The Economic Analysis Chapter (Section 18.9) was clarified by the QP in the amended Technical Report to include: 1) an explanation of metal price forecasts; 2) analysis of depreciation and sunken costs; 3) a review of the effect of variable interest rates on the economic model; and 4) multiple scenarios for the Base Cash Flow case study.

1. NOLAN GOLD AND ANTIMONY PROPERTY

The majority of the properties comprising our Nolan Gold Project are adjacent to or within the Nolan Creek Valley, located approximately 8 miles northwest of the small town of Wiseman, and 175 air miles north of Fairbanks, Alaska in the southern foothills of the Brooks Range. Centrally located in the historic Koyukuk Mining District, Nolan Creek is a southerly flowing tributary to Wiseman Creek which flows southeasterly into the Middle Fork of the Koyukuk River. An all weather road connects the Nolan Creek Camp with the Dalton Highway and is suitable year-round for semi-tractors loaded with fuel and equipment. Air transportation is available by several commercial carriers from Fairbanks to the 4,500 ft long, state maintained Coldfoot Airport. The community of Coldfoot Alaska is about 15 miles south-southeast of Nolan, and has Alaska’s northernmost gas station, grocery, and public lodging.

All of the Nolan Gold Project properties are on federal land and located within the Wiseman B-1 Quadrangle. All of the mineral claims, with the exception noted below, are in the SE ¼, Township 31 North, Range 12 West, the NE ¼, Township 30 North, Range 12 West, and SW ¼, Township 31 North, Range 11 West, Fairbanks Meridian.

In addition to the Nolan Creek properties, Silverado also has two smaller placer claim groups on Clara Creek and Marion Creek, located 1.5 and 3 miles north respectively of the town of Coldfoot, Alaska, situated near the Dalton Highway.

As of May 31, 2009, Silverado’s Nolan Gold Project consist of 204 unpatented, federal placer mining claims covering approximately 4,080 acres in three non-contiguous groups, and 407 unpatented federal lode mining claims covering approximately 8,140 acres in one large contiguous group. Many of the 407 lode mining claims are superimposed over the placer mining claims.

The plan of operation for the Nolan Gold Project for the 2009 fiscal year is the advancement toward the development and mining stage of our Nolan Gold and Antimony Project, especially along the southwestern end of the Solomon Shear Zone in the Workman’s Bench Area. The Company is in a transitional phase between exploration and development. The preliminary feasibility study, effective January 1, 2009 and amended on June 1, 2009 to reflect additional data, supported a mineral reserve of antimony and gold underlying the southwestern portion of the Solomon Shear Zone, an area referred to by the Company as Workman’s Bench. The study by the Company’s QP concluded that the Nolan Gold and Antimony Project in the Workman’s Bench area are economically viable. The results of the January 2009 preliminary feasibility study and the reserve estimates are disclosed in the Company’s Annual Report on Form 10-KSB filed on March 16, 2009 and the Company’s website: www.silverado.com.

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The measured reserve estimates on Workman’s Bench, on which the pre-feasibility study was based, have not changed in the amended Technical Report. The QP chose to modify inferred Sb and Au resources estimates on the Pringle Bench upon further review of the distance between drill control points used in a polygonal analysis of the inferred resources on Pringle bench. The amended inferred resource estimates for the Pringle Bench and Nolan areas are shown below:

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

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

General Note Regarding Estimates

The following information should be considered in connection with our estimates below, which we are disclosing in accordance with applicable SEC standards and regulations:

• Assumed Prices of US $700/oz for gold and US $2.25/lb for antimony.
• Process Recovery Rates of 85% for antimony and 90% for gold (as provided by Hazen Research from work done on an underground bulk sample from the D tunnel of the Workman’s Bench A vein and using gravity and water recovery systems only).
• Estimated Operating Costs of US $375/ton, based on operation of a 92 ton per day underground mine.

A cutoff grade of 4% antimony was used in our analysis. A 4% cutoff grade should be regarded as 4% antimony equivalent. No cutoff grade was used for gold, as antimony was the primary commodity being examined, and none of the resource polygons contained less than 0.05 oz/ton gold.

Summary of Amended Inferred Antimony and Gold resources from ‘A’ and ‘West’ Zones, Pringle Bench

Category	Cut-Off Grade	Quantity	Grade	Metal	Grade	Metal
	(% Sb)	(tons)	(% Sb)	(ton Sb)	(oz/ton Au)	(oz gold)
‘A’ Vein Inferred	4.0	737	29.13	214.7	0.113	83.4
‘West’ Vein	4.0	1,951	9.86	192.3	0.049	94.7
Inferred
TOTALS	4.0	2,688	15.14	407.0	0.067	178.1

Notes:
-The effective date of these resources is January 1, 2009; amended June 1, 2009
-Rounding may result in some discrepancies.
-No processing recovery factors have been applied to these resource figures.
-The unit ton refers to short tons.
-Cut-off grade is 4.0% Sb ‘equivalent’, which is the combined values of gold plus antimony expressed in terms of antimony

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Silverado’s amended, inferred lode mineral resources, Nolan Creek area

Resource Category	Cut-off grade (% Sb)	Quantity (ton)	Grade (% Sb)	Metal (ton Sb)	Grade (oz/ton Au)	Metal (oz Au)
Inferred	4.0	24,077	12.45	2,997.6	0.245	5,894.7

Notes:
-The effective date of these resources is January 1, 2009; amended June 1, 2009.
-Rounding may result in some discrepancies.
-No processing recovery factors have been applied to these resource figures.
-The unit ton refers to short tons.
-Cut-off grade is 4.0% Sb ‘equivalent’, which is the combined values of gold plus antimony expressed in terms of antimony

During the six-month period ended May 31, 2009, the Company began implementing the recommendations of the preliminary feasibility study for the Workman’s Bench gold and antimony deposit. The Company has procured supplies and equipment necessary for the summer drilling program at Nolan. Also, topographic surveying was done to establish elevations of the ground surface above the southwestern extent of the Workman’s Bench antimony and gold mineralized zones. The new surface elevations were used to determine the vertical extension of the northeast striking antimony and gold mineralized zones. The Company compared the highest elevations of the ‘A’ zone intercepts from previous drill core data and determined the vertical extension of the vein zones that have not been explored by core drilling. The undrilled area is a target of 200 to 350 vertical feet (average of 270 feet) with a strike length that is at least 400 feet. The proposed drill sites were surveyed and staked, and the access routes to the drill sites were completed. In order to intercept these upper extensions of the mineralized zones, the drill sites had to be located on the hillside up above Workman’s Bench on the opposite side of the shear zone. Thus, the drill azimuths will be 180 degrees opposite of previous years’ drilling.

The Company has been aggressively seeking permits and also compiling various studies by numerous contractors to meet application requirements for permits. In order for the project to advance to the development stage at Nolan, the permitting process involves various characterization studies. Some of these studies are seasonally dependent and some require time periods that can delay the permitting process. The baseline water quality sampling which began in June of 2008 and was halted due to freezing temperatures during October of 2008, was continued in early June of 2009.

The access road into the Nolan Creek camp as well as the 26 man camp facility received construction upgrades in preparation for the 1,000 cubic yard bulk ore sample that the Company has been permitted to sample. Essential to the bulk sample program and future development is the environmental baseline and characterization studies that include Acid Rock Drainage studies also known as acid-base accounting, as well as the water quality baseline sampling. Samples of the ore and wall rock gangue from various core intercepts and also wall rock from the ‘A’ zone were submitted by the QP to analytical labs for determination of acid generating potential. The Company’s QP has directed a third party engineering firm to conduct various geotechnical studies of the wall rock and ore rock.

The Company, as per the QP, began seeking a calcareous rock unit that is accessible for extraction on the Nolan property. Permits for the extraction of the calcareous rock will not be applied for until the Company has verified that such a rock unit is accessible. The extraction of a calcareous rock could be used as a buffering liner for temporary storage of waste rock that may have acid generating potential.

During the next six months, Silverado plans to expand the current lode exploration program by diamond core drilling in-fill holes along the southwest extent of the Workman’s Bench antimony and gold deposit, for the potential upgrade of resources. The Company will focus a program designed to potentially upgrade inferred

29

resources in the Pringle Bench area to a potential probable reserve status. The Company also plans to drill northeast of Pringle Bench in a prospect known as the Hillside area to test for a potential continuation of the strike length of the Solomon Shear Zone gold and antimony veins. The characterization studies and geotechnical studies will continue on for the remainder of the fiscal year.

During the next six months Silverado plans to initiate lode development in the Workman’s Bench area as follows:

1.	Continued aggressive permitting.
2.	Additional infill drilling along strike of the gold and antimony mineralized Solomon Shear Zone for additional geological and geotechnical information and geochemical assays.
3.	Baseline characterization studies for permitting purposes.
4.	Acid and Base Accounting (ABA) for potential acid drainage issues.
5.	Procurement of equipment and infrastructure upgrades needed for the underground extraction of a 1,000 cubic yard bulk sample.
6.	Underground extraction of a bulk sample of antimony and gold ore for additional processing studies and assays.

In addition, the Company plans to do detailed mapping and channel sampling of the gold and arsenic mineralized veins that occur in outcrops in the Fortress prospect located along the north end of the property. Depending on time constraints and funding, the Company also plans to excavate trenches in a new prospect located 2,000 ft east of the Solomon Shear Zone. The excavated trenches will be mapped and channel sampled for potential mineralization. Also, the Company will continue trying to locate a local source of carbonate-bearing rock to be used for mitigation of potential Acid Rock Drainage.

Our proposed drilling program of a minimum of 35 shallow (200-500 ft) diamond core drill holes for 2009 has already commenced and is aimed at lode gold and antimony exploration. Lode drilling will focus on Pringle Bench, Workman’s Bench and the Hillside along the Solomon’s Shear trend, and is designed to provide a better three dimensional understanding of the mineralized sections of the structure and how it is related to the placer gold deposits of the Nolan Creek area. Since the Project is advancing into the development stage, exploration drilling will not be conducted in the Fortress area which is part of a gold bearing east-west trending deformation zone.

We will be seeking to raise approximately $10,000,000 to carry out our exploration, permitting and development activities for the Nolan Gold Project. Of this amount, $1,000,000 would be put toward lode drilling and trenching on the Solomon Shear Zone. The actual amount that we spend on exploration will depend on the actual amount of funds that we have available for exploration. We are presently seeking to obtain sufficient financing to enable us to proceed with these plans.

On July 6, 2009, the Company engaged the services of D&D Securities Company as its investment banking firm for the purpose of raising capital for its ongoing operations.

2. HAMMOND PROPERTY

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

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

The Company leases 24 federal placer mining claims and 36 federal lode mining claims from Alaska Mining Company, Inc. (“Alminco”). Alminco has confirmed that our mineral claims and options are in good standing on the understanding we will use our best efforts to pay the minimum royalty payments, including the payments that are in arrears for the past four years, when business conditions permit.

The encouraging drill results to date, the potential of extending the Slisco Channel to the southeast plus the possibility of discovering gold bearing tributary channels, make this a prospect for additional discoveries. This project will require additional funding. Even if funding is acquired, there is no assurance that a commercial gold bearing placer deposit will be developed. Even if a gold bearing deposit is developed, additional funding will be required to mine the deposit, and until a feasibility study is completed, there is no assurance that the deposit will be profitable to mine.

3. EAGLE CREEK PROPERTY

The Eagle Creek property is comprised of 77 Alaska state mineral claims. All claims are contiguous and are located in the Fairbanks North Star Borough. The total area of the claims equals approximately 3080 acres and all claims are valid. There has been no legal survey on the claims. Ownership of the claims is in the name of Silverado Gold Mines Inc. There is an "option to purchase" agreement with Arley Taylor (i.e., now with his descendants), to purchase a 100% interest in the property for $400,000, of which $48,000 remains to be paid. The amount of $5,000 per year is required to be paid to keep the agreement in good standing. The original option agreement with Arley Taylor was acquired through an agreement with S. Tan who assigned the agreement to us in consideration of 15% royalty from production (15% of net operating profits after payback of costs). We have continued to make option payments on the Eagle Creek property based on the agreement, and as a result all of our mineral claims and options are in good standing.

The Eagle Creek property is accessed by the Steese Highway, 10 miles north of Fairbanks, Alaska to Fox, Alaska, then traveling along the Elliot highway 6 miles north to Murphy Dome Road, then west along Murphy Dome Road about 5 miles to the property. The Number One Vein on this property was the lode quartz gold structure that was historically mined commercially for antimony.

Annual assessment work will be carried out on the property to keep the mining claims in good standing. Assessment work will be focused on the northwest part of the claim block, where drilling and trenching has defined an intrusive host rock, thought to be a sill, containing low grade gold, silver and antimony mineralization. If funding permits, the Company will design a drilling program to further investigate the gold and by-product mineral distribution of the intrusive and the Number One Vein system.

No funding has been advocated for the 2009 work plan. Whereas historic commercially viable mining took place on the Number One (or "Scrafford") Vein, and whereas Silverado has successfully drilled and hit significant widths of high-grade or massive stibnite (antimony sulfide) and significant widths with good gold grades, it has nonetheless yet to complete a definitive drilling program sufficient to indicate reserves, and therefore there is no assurance that a commercially viable economic mineral deposit exists on the property.

4. ESTER DOME PROPERTY

The Ester Dome property is comprised of 52 state mineral claims and 1 unpatented federal mineral claim. The claims are not all contiguous in that there are 5 separate blocks of claims. Silverado Gold Mines Inc. is the registered owner of all claims. The total area of all claims equals approximately 2.5 square miles and all claims are valid. There has been no legal survey on the claims.

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

Reclamation work to complete the closure of the Grant Mill Tailings Pond is in the permitting stages. The earthwork construction required to close the tailings pond requires permits issued by the Alaska Department of Environmental Conservation. The Company has commissioned a third party environmental and engineering firm to assist with the permitting process. A cost analysis of the tailings pond closure is under review by the Company and by a third party environmental and geotechnical engineering firm. The pond is filled to capacity, and will be capped and decommissioned after final approval of the tailings pond closure plan is received from State of Alaska regulatory agencies. There will be limited field work on the property during the summer of 2009. Field work will consist of small scale surveys and minor geochemical studies. Due to the current price of gold, the Company is considering whether to increase exploration efforts on the property.

Furthermore with respect to other areas on this property, several large scale projects have been proposed over the past ten years and remain warranted, but for the time being are deferred due to internal decisions that favor shifting financial and manpower resources to the Nolan Gold and Antimony Project.

If additional exploration results in defining other commercially viable mineral deposits, they are likely to be gold or antimony lode deposits, or placer gold deposits Currently the Company is focusing on the continued exploration and future development of the Nolan Gold and Antimony Project in northern Alaska. There is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on Silverado’s mineral properties, excluding the Nolan Property.

LOW-RANK COAL WATER FUEL PROJECT

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

The Company is currently having a $150,000 study conducted on the chemical and physical characteristics of Mississippi Red Hills Lignite Coal at the Mineral Industry Research Laboratory at the University of Alaska (Fairbanks) and expects results by late 2009. Results of the tests as well as capital availability and an increase in oil prices would all have to be present and sufficient for the Company to proceed with further development of the LRCWF project.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash inflow has been generated mainly from sales of shares of the Company’s common stock, gold sale proceeds earned during the exploration stage, debentures and related party loans. The Company’s continuing operations as intended are dependent on management’s ability to raise required funding through future equity or debt financings , asset sales or a combination thereof.

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As of May 31, 2009, the Company had a deficit working capital of $1,461,000 as compared to a deficit working capital of $1,294,000 as of November 30, 2008. The Company’s total assets for such periods were $3,044,000 and the total current assets were $646,026, respectively. Current assets consist of $36,217 in cash and gold inventory and $609,809 in prepaid and other receivables. Included in prepaid and other receivables was non-cash prepaid consulting fees of $565,624 paid in the Company’s common stock. The Company had cash and cash equivalents of $29,901 as of May 31, 2009 as compared to cash and cash equivalents of $50,991 as of November 30, 2008. The majority of the Company’s assets are long-term or non-cash in nature and thus considered being of lower liquidity. Included in current liabilities is $1,506,000 due to related parties, which has been classified as financing activities in the Company’s cash flow statements. The Company has not yet generated revenues since recommencement of the exploration stage from December 1, 2001.

During the six-month period ended May 31, 2009, the Company raised $507,000 of net proceeds through completed private placements and received $250,000 through uncompleted private placement subscriptions. The Company also incurred an additional $430,000 of payables due to related parties, namely the Tri-Con Group, which was disclosed as financing activities. During the six months ended May 31, 2009, the Company received $222,509 as a result of mining equipment disposals.

During the six-month period ended May 31, 2008, the Company raised $3,782,000 of net proceeds through completed private placements. The Company paid $1,164,000 of outstanding payables due to related parties, namely the Tri-Con Group, which was disclosed as financing activities.

A summary of the Company’s cash flows for the three and six months ended May 31, 2009 and 2008 is as follows:

		Three Months Ended						Six Months Ended
		May 31, 2009			May 31, 2008			May 31, 2009			May 31, 2008
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net cash used in operating activities	$	(749,590	)	$	(1,624,031	)	$	(1,428,313	)	$	(2,830,013	)
Net cash provided (used) in investing activities		122,998			(22,620	)		220,508			(121,163	)
Net cash provided (used) by financing activities		641,348			(1,413,671	)		1,186,715			2,586,858

The Company has been reviewing its budget and financing requirements for its current business needs and the commencement of further exploration and early stage production at its Nolan Creek property in Alaska. With the extensive work and operations that the Company already has in place in Alaska, the review is considered a management review of the already established budgets. The primary objective is to ensure that development costs are still current and that the budgets are up to date.

With the review and agreement of these budgets, the Company will continue the current process of seeking to arrange financing of those operational budgets, exploration and near term production to meet the requirements of the work program. The Company has also commenced discussions with various finance groups for its senior financing requirements for the Nolan Creek project.

Our plan of mining operations in Alaska anticipates that we will expend $10,000,000 during the fiscal year 2009. In addition, we expect to spend $100,000 on research and development for the Green Fuel project and approximately $1,200,000 cash for the remaining six-month period on general and administrative costs in the Company’s Vancouver head office.

The Company expects to continue to be funded primarily from a combination of equity and debt financing. The ability of the Company to complete the exploration and development of its mineral properties and the research and development of its LRCWF project is dependent on the Company’s ability to obtain the necessary financing

33

from sales of its stock and debt financing. There is no assurance that we will be able to raise the financing necessary to enable us to implement our business plan.

RESULTS OF OPERATIONS – Three Months Ended May 31, 2009 and 2008

The Company has not yet generated revenues since recommencement of the exploration stage from December 1, 2001. For the three months ended May 31, 2009, we reported a net loss of $2,671,000, or $0.002 per share, compared to a net loss of $1,521,000, or $0.002 per share for the three months ended May 31, 2008. The major increases included in the net loss for the current quarter, as compared to the same period in 2008, are increases of $820,000 of consulting fees, $121,000 of management services, $174,000 of loss on disposal of mining equipment and $960,000 non-cash commitment fees. Such increases are mainly due to the increased consulting requirements related to the Company’s restructure, equity financing, development and expansion. Included in consulting fees for the three months ended May 31, 2009 was $904,000 of non-cash consulting fees paid through the Company’s common stock issuance.

During the fiscal quarter ended May 31, 2009, the Company wrote off $264,000 of convertible debentures and accrued interest. For the three-month period ended May 31, 2009, the Company’s exploration expenses decreased $151,000 and other general and administrative expenses decreased $520,000 as compared to the same period in 2008. The decreases are mainly due to cash limitations and the development of a restructuring plan that the Company is working on to fund its exploration and development activities.

RESULTS OF OPERATIONS – Six Months Ended May 31, 2009 and 2008

The Company has not yet generated revenues since recommencement of the exploration stage from December 1, 2001 to May 31, 2009. For the six months ended May 31, 2009, we reported a net loss of $4,252,000, or $0.004 per share, compared to a net loss of $3,704,000, or $0.004 per share for the six months ended May 31, 2008. The major increases included in the net loss for the six-month period, as compared to the same period in 2008, are increases of $1,154,000 for consulting fees, $145,000 for management services, $54,000 for legal and other professional fees, $174,000 for loss on disposal of mining equipment and $960,000 for non-cash commitment fees. Such increases are mainly due to the increased consulting and legal requirements related to the Company’s efforts relating to restructuring, equity financing, development and expansion. Included in consulting fees for the six months ended May 31, 2009 was $1,612,000 of non-cash consulting fees paid through issuances of the Company’s common stock.

During the six months ended May 31, 2009, the Company wrote off $261,000 of convertible debentures and accrued interest. For the six-month period ended May 31, 2009, the Company’s exploration expenses decreased by $711,000 and other general and administrative expenses decreased by $919,000 as compared to the same period in 2008. The decreases are mainly due to cash limitations and the development of a restructuring plan that the Company is working on to fund its exploration and development activities. Currently the Company is in a transitional phase between exploration and development at its Nolan gold and antimony property. Our ability to complete the transition is dependent, in large part, upon our completing additional equity or debt financings.

RELATED PARTY TRANSACTIONS

The Company has had related party transactions with Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. (collectively the “Tri-Con Group”), all of which are controlled by a director and officer of the Company. The Tri-Con Group are operations, exploration and development contractors and have been employed by the Company under contract since 1972 to carry out all of the Company’s fieldwork and to provide field administrative and management services. The details of the related party transactions can be found in the Notes to the Company’s interim consolidated financial statements for the six-month period ended May 31, 2009.

34

As of May 31, 2009 and 2008, Silverado owed $1,506,596 and $50,542, respectively, to the Tri-Con Group for exploration and administration services performed on behalf of Silverado. In light of the Company’s capital requirements, Tri-Con Group wrote off $600,000 of receivables from the Company in June 2009.

The following is a summary of Tri-Con Group charges for the six months ended May 31, 2009 and 2008:

		May 31, 2009		May 31, 2008
		(Unaudited)		(Unaudited)
Mineral exploration and administration services	$	669,179	$	1,638,777
General administration and management services		353,440		540,863
	$	1,022,619	$	2,179,640
Amount of total charges in excess of Tri-Con’s costs incurred	$	291,180	$	529,592
Percentage of excess amount charged		28.5%		24.3%

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies (the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments) are outlined in the Notes to the Company’s interim consolidated financial statements as of May 31, 2009.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, Silverado is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures and our internal control over financial reporting as of May 31, 2009. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and then-Chief Financial Officer, Garry L. Anselmo and our current Chief Financial Officer, Donald Balletto. Based upon that evaluation, it was concluded that our disclosure controls and procedures and our internal control over financial reporting are effective to ensure, among other things, that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated, recorded, processed, communicated, and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission.

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

35

a)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets;
b)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
c)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

During the six months ended May 31, 2009, there were no changes that had a material effect on, or are reasonably likely to affect, our internal control over financial reporting.

36

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings, nor is the Company’s property the subject of any material pending legal proceedings. The Company also is not aware of any proceedings being contemplated by a governmental authority.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 28, 2009, the Company entered into Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate of 2,500,000 units under Rule 506 of Regulation D of the Act to three accredited investors for the aggregate purchase price of US $25,000. Each such unit consists of one share of the Company’s restricted common stock and one warrant exercisable for a period of one year for the purchase of one share of the Company’s restricted common stock at a per share exercise price of US $0.02.

The Company completed the foregoing transactions in reliance upon the exemption from registration provided by Regulation D of the Act and the rules thereunder insofar as: (i) each of the investors was accredited within the meaning of Rule 501(a); (ii) the securities sold and issued were restricted by the Company in accordance with Rule 502(d); (iii) there were no more than 35 non-accredited investors in all of the transactions completed by the Company under Rule 506 within the six months preceding or following any of the transactions disclosed herein; (iv) the Company satisfied the information requirements set forth in Rule 502(b); and (v) none of the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c).

No commissions were paid by the Company in connection with the foregoing transactions. The Company used the proceeds from the foregoing transactions to fund its ongoing working capital requirements.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company is not currently in material default of indebtedness that exceeds 5% of the total assets of the Company and its consolidated subsidiaries.

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

No matter was submitted by the Company to a vote of security holders during the period covered by this Report.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Number	Description of Exhibit
3.1	Articles of Incorporation of the Company (1)
3.2	Amendment to Articles of Incorporation of the Company (2)

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3.3	Altered Memorandum of the Company (3)
3.4	Amendment to Articles of Incorporation of the Company (7)
4.1	Share certificate representing common shares of the capital of the Company (1)
10.1	Agreement for Conditional Purchase and Sale of Mining Property between the Company and Roger C. Burggraf dated October 6, 1978 – Grant Mine Property (1)
10.2	Agreement for Conditional Purchase and Sale of Mining Property between the Company and Paul Barelka, Donald May and Mark Thoennes dated May 12, 1979 – St. Paul Property (1)
10.3	Lease of Mining Claims with Option to Purchase between the Company and Alaska Mining Company, Inc. dated February 3, 1995 – Hammond Property (4)
10.4	Change of Control Agreement between the Company and Garry L. Anselmo dated May, 1995(6)
10.5	Amendment to Change of Control Agreement between the Company and Garry L. Anselmo (6)
10.6	Operating Agreement between the Company and Tri-Con Mining Ltd. Dated January 1, 1997 (5)
10.7	Operating Agreement between the Company and Tri-Con Mining Inc. dated January 1, 1997 (6)
10.8	Operating Agreement between the Company and Tri-Con Mining Alaska Inc. dated January 1, 1997 (6)
10.9	Form of Warrant Exercise Agreement between the Company and certain of the selling security holders (8)
10.10	Form of Delay Agreement between the Company and certain of the Selling Shareholders (8)
10.11	2006 Stock Option Plan (10)
10.12	2006-II Stock Option Plan (11)
10.13	2007 Stock Option Plan (12)
10.14	Shared Well Agreement between the Company and Sukakpak, Inc., dated May 17, 2007 (14)
10.15	2007-1 Equity Compensation Plan (13)
10.16	Lease Agreement between the Company and TA Properties (Canada) Ltd., dated March 30, 2007 (15)
10.17	Indemnity Agreements between the Company and Garry L. Anselmo, Stuart C. McCulloch, and James F. Dixon, each dated October 27, 2008 (16)
10.18	2009 Equity Compensation Plan (17)
10.19	2009-II Equity Compensation Plan (18)
10.20	Equity Line of Credit Agreement between the Company and Ashborne Finance Ltd.(19)
14.1	Code of Ethics (9)
31.1 *	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
31.2 *	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
32.1 *	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 *	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	Filed as an exhibit to the Company’s Registration Statement on Form 10 filed initially on May 11, 1984, as amended.
(2)	Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on July 15, 1997.
(3)	Filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 11, 2002.
(4)	Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 1995.
(5)	Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 1996.
(6)	Filed as an exhibit to the Company’s Annual Report on Form 10-KSB for the fiscal year ended November 30, 2002.
(7)	Filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 13, 2003.
(8)	Filed as an exhibit to the Company’s Registration Statement on Form SB-2 filed on May 19, 2004.
(9)	Filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed on July 15, 2004.
(10)	Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on April 11, 2006.
(11)	Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on March 31, 2006.
(12)	Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on February 20, 2007.
(13)	Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on September 7, 2007.
(14)	Filed as an exhibit to the Company’s Annual Report on Form 10-KSB for the fiscal year ended November 30, 2007.
(15)	Filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed on July 15, 2008.
(16)	Filed as exhibits to the Company’s Current Report on Form 8-K filed on October 29, 2008.
(17)	Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on January 29, 2009.
(18)	Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on June 1, 2009.
(19)	Filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 12, 2009.

* Filed herewith.

38

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 thereunto duly authorized.

	SILVERADO GOLD MINES LTD.
DATE: July 15, 2009	/s/ Garry L. Anselmo
	Garry L. Anselmo
	President, Chief Executive Officer (Principal
	Executive Officer)
DATE: July 15, 2009	/s/ Donald Balletto
	Donald Balletto
	Chief Financial Officer
	(Principal Financial Officer)

39

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

I, Garry L. Anselmo, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of Silverado Gold Mines Ltd.

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

July 15, 2009

/s/ Garry L. Anselmo
Garry L. Anselmo,
Principal Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002

I, Donald Balletto, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of Silverado Gold Mines Ltd.

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

July 15, 2009

/s/ Donald Balletto
Donald Balletto,
Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Silverado Gold Mines Ltd. (the "Company") on Form 10-Q for the quarterly period ending May 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Garry L. Anselmo, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Garry L. Anselmo
Garry L. Anselmo,
Principal Executive Officer

July 15, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Silverado Gold Mines Ltd. (the "Company") on Form 10-Q for the quarterly period ending May 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald Balletto, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Donald Balletto
Donald Balletto
Principal Financial Officer

July 15, 2009