-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H+mi6hXUqCoftLa4TUAbSymKRhK0K711SNN2gDX4+urNWZVYWNQmEJC1+Dj3qoYU hX2cRgKIR77Icpt4oB3cQw== 0001075793-02-000032.txt : 20020414 0001075793-02-000032.hdr.sgml : 20020414 ACCESSION NUMBER: 0001075793-02-000032 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020201 EFFECTIVENESS DATE: 20020201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILVERADO GOLD MINES LTD CENTRAL INDEX KEY: 0000731727 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980045034 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-81896 FILM NUMBER: 02524236 BUSINESS ADDRESS: STREET 1: 1111 WEST GEORGIA ST STREET 2: SUITE 505 CITY: VANCOUVER STATE: A1 BUSINESS PHONE: 6046891535 MAIL ADDRESS: STREET 1: 1111 WEST GEORGIA ST STREET 2: SUITE 505 CITY: VANCOUVER STATE: A1 FORMER COMPANY: FORMER CONFORMED NAME: SILVERADO MINES LTD DATE OF NAME CHANGE: 19940722 S-8 1 formseight.txt PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, and Note to Part I of Form S-8. PART II Item 3. Incorporation of Documents by Reference. The following documents filed by Silverado Gold Mines Ltd. (the "Company"), with the Securities and Exchange Commission are incorporated by reference into this Registration Statement: (1) The Company's Annual Report filed on Form 10-K with the Securities and Exchange Commission on March 16, 2001; (2) The Company's Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission on April 14, 2001, July 16, 2001 and October 15, 2001; (3) The Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2001; (4) All other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Company's Annual Report with the Securities and Exchange Commission on March 16, 2001; (5) The description of the Company's Common Stock which is contained in the Company's Form 10 Registration Statement, filed with the Securities and Exchange Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") under SEC File No. 0-12132 originally on May 11, 1984 and as amended through July 10, 1984. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. The securities to be offered are registered under Section 12 of the Exchange Act of 1934. 1 Item 5. Interests of Named Experts and Counsel. No expert or counsel named in this prospectus as having prepared or certified any part of it or as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its parents or subsidiaries. Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee. O'Neill & Company, Barristers and Solicitors, independent legal counsel to the Company, has provided an opinion regarding the due authorization and valid issuance of the shares of Common Stock. Item 6. Indemnification of Directors and Officers. The officers and directors of the Company are indemnified as provided by the Company Act of British Columbia (the "BC Company Act") and the Articles of the Company. The BC Company Act provides that a company, with the approval of the court, may indemnify a person who is a director or former director of the company, or as a director or former director of a corporation of which the company is or was a shareholder and the person's heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by the person, including an amount paid to settle an action or satisfy a judgment in a civil or criminal or administrative action or proceeding to which the person is made a party because of being or having been a director, including an action brought by the company or corporation, if: (a) the person acted honestly and in good faith with a view to the best interests of the corporation of which the person is or was a director; and; (b) in the case of a criminal or administrative action or proceeding, the person had reasonable grounds for believing the person's conduct was lawful. The Articles of the Company provide that, subject to the provisions of the BC Company Act, the Company shall indemnify a director or former director of the Company and the Company may indemnify a director or former director of a corporation of which the Company is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually or reasonably incurred by him or them in a civil, criminal or administrative action or proceeding to which he is or they are made a party by reason of his being or having been a director of the Company or a director of such corporation, including any action brought by the Company or any such corporation. Each director, on being elected or appointed, shall be deemed to have contracted with the Company on the terms of the foregoing indemnity. The Articles of the Company also provide that, subject to the provisions of the BC Company Act, the directors may cause the Company to indemnify any officer, employee or agent of the Company or a corporation of which the Company is or was a shareholder (notwithstanding that he may also be a director) and his heirs and personal representatives against all costs, charges and expenses whatsoever incurred by him or them and resulting from his acting as an officer, employee or agent of the Company or such corporation. In addition, the Company shall indemnify the secretary and any assistant secretary of the Company if he is not a full-time employee of the Company and notwithstanding that he may also be a director and his respective heirs and legal representatives against all costs, charges and expenses whatsoever incurred by him or them and arising out of the functions assigned to the secretary by the BC Company Act or the Articles of the Company and the secretary and assistant secretary shall, upon being appointed, be deemed to have contracted with the Company on the terms of the foregoing indemnity. 2 Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit Number Description of Document - ------- ------------------------- 5.1 Opinion O'Neill & Company, Barristers & Solicitors, regarding the due authorization and valid issuance of the shares of Common Stock, with consent to use. 10.1 Consulting Agreement between the Company and Robert Chapman dated October 15, 2001 10.2 Consulting Agreement between the Company and Robert M. Dynes dated December 6, 2001 10.3 Consulting Agreement between the Company and D. James Sakundiak dated September 15, 2001 23.1 Consent of KPMG, LLP, Independent Accountants dated January 18, 2002 24.1 Power of Attorney (included on the signature page of this registration statement). Item 9. Undertakings. The Company hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration: (1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (2) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (3) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided however, that that paragraphs (a) (1) and (2) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference herein. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (2) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed 3 to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by the director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of the counsel the matter has been settled by controlling precedent, submit to the appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, Silverado Gold Mines Ltd., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, British Columbia on the 23rd day of January, 2002 SILVERADO GOLD MINES LTD. By: /s/ Garry L. Anselmo ________________________ GARRY ANSELMO, President (Principal Executive Officer) (Principal Accounting Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Garry L. Anselmo, President as his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution for him and his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement (including post-effective amendments or any abbreviated registration statements and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought) and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Garry L. Anselmo President & Director _____________________ (Principal Executive Officer) January 23, 2002 GARRY L. ANSELMO (Principal Accounting Officer) /s/ Stuart McCullouch _____________________ Director January 23, 2002 STUART MCCULLOUCH /s/ James F. Dixon _____________________ Director January 23, 2002 JAMES F. DIXON 5 EX-5 4 opinionltr.txt O'Neill & Company Telephone (604) 687-5792 Barristers & Solicitors Telecopier (604) 687-6650 Donald R. Martin Edward E. Bowes Suite 1880, Royal Centre Stephen F.X. O'Neill Michael F. Provenzano 1055 West Georgia Street, Leslie L. Kapusianyk Michael H. Taylor Box 11122 Vancouver, British Columbia V6E 3P3 January 28, 2002 Our File No. 3788 SILVERADO GOLD MINES LTD. Suite 505, 1111 West Georgia Street Vancouver, BC V6E 4M3 Attention: The Board of Directors - ---------------------------------- Dear Sirs: Re: SILVERADO GOLD MINES LTD. (the "Company") - Form S-8 Registration Statement - -------------------------------------------------------------------------------- We have acted as special British Columbia counsel to the Company in connection with the consulting agreements entered into between the Company and its consultants as described in this opinion letter (the "Consultant Agreements"). Each Consultant Agreement contemplates the issuance of shares of the Company's common shares without par value (the "Common Shares"), in consideration for the services provided pursuant to the Consultant Agreements. In our capacity as special British Columbia counsel, we have reviewed only the following documents and have made no other investigation or inquiry: 1. Search document from the British Columbia Corporate Registry indicating the Company has filed all Annual Reports and is in good standing as of the date hereof; 2. The Memorandum and Articles of the Company, as amended and in effect as of the date hereof; 3. Consultant Agreement between the Company and Robert Chapman dated October 15, 2001; 4. Consultant Agreement between the Company and Robert M. Dynes dated December 17, 2001; 5. Consultant Agreement between the Company and D. James Sakundiak dated September 15, 2001; O'Neill & Company is an association of independent law corporations. O'Neill & Company The Board of Directors SILVERADO GOLD MINES LTD. January 28, 2002 Page 2 - -------------------------------------------------------------------------------- 6. Forms of Written Consent to Action Without Meeting of the Directors of the Company, each dated December 6, 2001, pursuant to which the Board of Directors of the Company (a) approved each Consultant Agreement; and (b) authorized the issuance of shares of the Company's Common Shares in consideration for the services provided by the Consultant Agreement; 7. A Certificate of the Gary Anselmo, President of the Company (the "Officer's Certificate") dated January 23, 2002. For purposes of this opinion we have not reviewed any documents other than the documents listed in (1) through (7) above. In particular, we have not conducted any independent investigation beyond our review of the documents listed in (1) through (7) above, and we have not reviewed any document (other than the documents listed in (1) through (7) above) that is referred to or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with or would otherwise alter the opinions stated herein. In addition, we have conducted no independent factual investigation of our own but rather have relied solely on the foregoing documents, the statements and information set forth therein and the additional matters related or assumed therein, all of which we have assumed to be true, complete, and accurate. Based upon the foregoing and upon an examination of such questions of British Columbia law as we have considered necessary or appropriate, and subject to the assumptions, exceptions, limitations, and qualifications set forth below, we advise you that, in our opinion, the Common Shares issuable upon by the Company pursuant to the Consultant Agreements will be validly issued, fully paid, and non-assessable upon issuance, subject to performance by the Consultants of the services required to be performed pursuant to the Consultant Agreements. The foregoing opinion is subject to the following assumptions, exceptions, limitations, and qualifications: A. The foregoing opinion is limited to the laws of the Province of British Columbia presently in effect. We express no opinion as to the laws, rules, O'Neill & Company The Board of Directors SILVERADO GOLD MINES LTD. January 28, 2002 Page 3 - -------------------------------------------------------------------------------- or regulations of any other jurisdictions including, without limitation, the federal laws of the United States and rules and regulations relating thereto. B. We have assumed that all signatures on documents and instruments examined by us are genuine, that all documents and instruments submitted to us as originals are authentic, and that all documents and instruments submitted to us as copies or drafts of documents to be executed are complete, accurate, and authentic copies or drafts that conform (or upon execution of the originals, will conform) to authentic and executed originals, which facts we have not independently verified. C. We have assumed (i) that each of the statements made and certified in the Officer's Certificate was true and correct when made, has at no time since being made and certified become untrue or incorrect, remains true and correct on the date hereof, and will be true and correct on the date the Company is or becomes obligated to issue the Common Shares pursuant to the Consultant Agreements, and (ii) that the written consents to action without meeting of the directors referenced in the Officer's Certificate have not been amended, modified, or revoked since the time of their adoption, remain in full force and effect on the date hereof, and will remain in full force and effect on the date the Company is or becomes obligated to issue the Common Shares pursuant to the Consultant Agreements. F. We have assumed that at the time the Company is or becomes obligated to issue any Common Shares pursuant to the Consultant Agreements, the Company will have adequate authorized and unissued Common Shares to fulfill such obligations. G. The opinions expressed in this letter are rendered as of the date hereof and are based on our understandings and assumptions as to present facts, and on the application of British Columbia law as the same exists on the date hereof. We assume no obligation to update or supplement this opinion letter after the date hereof with respect to any facts or circumstances that may hereafter come to our attention or to reflect any changes in the facts or law that may hereafter occur or take effect. O'Neill & Company The Board of Directors SILVERADO GOLD MINES LTD. January 28, 2002 Page 4 - -------------------------------------------------------------------------------- We understand that you wish to file this opinion as an Exhibit to the Registration Statement on Form S-8 filed by the Company and covering the common shares issuable pursuant to the Consultant Agreements and we consent to such filing and to the inclusion of this opinion in such Registration Statement. This opinion is rendered solely for your benefit in connection with the transactions herein described and, except as provided in the preceding sentence, may not, without our prior written consent, be furnished or quoted to any other person or entity. Yours truly, /s/ Leslie L. Kapusianyk LESLIE L. KAPUSIANYK LLK/dml EX-10 5 consultagtchapman.txt CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 15th day of October, 2001 (the "Effective Date"), between SILVERADO GOLD MINES LTD., a British Columbia company, (the "Company") and ROBERT CHAPMAN, of P.O. Box 510518, Punta Gorda, Florida 33951 (the "Consultant"). WHEREAS: A. The Company is engaged in the business of the exploration and development of mineral resource properties and the development of an industrial fuel alternative to oil. B. The Company desires to retain the Consultant to provide consultant services to the Company on the terms and subject to the conditions of this Agreement. C. The Consultant has agreed to provide consultant services to the Company on the terms and subject to the conditions of this Agreement. THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: 1. DEFINITIONS 1.1 The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary: (a) "Consultant Shares" shall mean the shares of the Company's common stock issuable to the Consultant pursuant to Section 5.1; (b) "Board" shall mean the Board of Directors of the Company; (c) "Term" shall mean the term of this Agreement beginning on the Effective Date and ending on the close of business on the effective date of the termination of this Agreement. 2 2. ENGAGEMENT AS A CONSULTANT 2.1 The Company hereby engages the Consultant as a consultant to provide the services of the Consultant in accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement. 3. TERM OF THIS AGREEMENT 3.1 The term of this Agreement shall become effective and begin as of the Effective Date, and shall continue until the close of business on the date which is eight (8) months from the Effective Date of this Agreement, unless this Agreement is earlier terminated in accordance with the terms of this Agreement. 4. CONSULTANT SERVICES 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provided by the Consultant to the Company as consulting services (the "Consulting Services"): (a) Corporate Planning and Business Development ----------------------------------------------- - The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production properties and its alternative fuel technologies. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. - The Consultant will assist management in their evaluation of business opportunities, particularly in the areas of mergers and acquisitions, to complement the Company's mineral resource properties and alternative fuel technologies. - The Consultant will consult with the Company concerning on-going strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource properties and alternative fuel technology. - The Consultant will be available to attend Board and Management meetings whenever necessary. 3 (b) reporting to the President of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt. 4 5. CONSULTANT FEE 5.1 During the term of this Agreement and in consideration for the provision of the Consulting Services, the Company will issue to the Consultant 675,000 common shares of the Company on January 15, 2002 and 225,000 common shares of the Company on the fifteenth day of each month of the term of this Agreement thereafter, commencing on February 15, 2002, for an aggregate maximum of 1,800,000 shares if the Consulting Services are provided for the full term of this Agreement. The Consultant Shares will be issued pursuant to exemptions from the registration requirements of the Securities Act of 1933 (the "Act") or pursuant to an effective registration statement. If issued pursuant to an exemption from registration, all certificates representing the Consultant Shares will be endorsed with a legend confirming that the securities have not been registered and may only be resold pursuant to an effective registration statement under the Act or pursuant to a further exemption from registration, in the form required by the Company's legal counsel. 6. REIMBURSEMENT OF EXPENSES 6.1 The Company will pay to the Consultant the reasonable travel and promotional expenses and other specific expenses incurred by the Consultant in provision of the Consulting Services, provided the Consultant has obtained the prior written approval of the Company. 7. TERMINATION 7.1 The Company may terminate this Agreement at any time upon the occurrence of any of the following events of default (each an "Event of Default"): (a) the Consultant's commission of an act of fraud, theft or embezzlement or other similar willful misconduct; (b) the neglect or breach by the Consultant of his material obligations or agreements under this Agreement; or (c) the Consultant's refusal to follow lawful directives of the President of the Company, provided that notice of the Event of Default has been delivered to the Consultant and provided the Consultant has failed to remedy the default within seven days of 5 the date of delivery of notice of the Event of Default, if the default is of such a nature that it is capable of remedy. 7.2 The Company may at its option terminate this Agreement in the absence of an Event of Default by delivering notice of termination to the Consultant. 7.3 The Consultant may terminate this Agreement at any time, provided that thirty days prior written notice of termination has been delivered to the Company. 7.4 On termination of this Agreement for any reason, all rights and obligations of each party that are expressly stated to survive termination or continue after termination will survive termination and continue in full force and effect as contemplated in this Agreement. 7.5 Upon termination, the Consultant will not be entitled to receive any additional Consultant Shares, other than those Consultant Shares issuable in respect of services provided up to the date of termination. 8. PROPRIETARY INFORMATION 8.1 The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required in the ordinary course of performing the Consultant Services to the Company, and the Consultant shall keep secret such trade secrets and confidential information and shall not use or attempt to use any such secrets or information in any manner which is designed to injure or cause loss to the Company. Trade secrets or confidential information shall include, but not be limited to, the Company's financial statements and projections, expansion proposals, business plans and details of its business relationships with banks, lenders and other parties not otherwise publicly available. 9. RELIEF 9.1 The Consultant hereby expressly acknowledges that any breach or threatened breach by the Consultant of any of the terms set forth in Section 8 of this Agreement may result in significant and continuing injury to the Company, the monetary value of which would be impossible to establish, and any such breach or threatened breach will provide the Company with any and all rights and remedies to which it may be entitled under the law, including but not limited to injunctive relief or other equitable remedies. 6 10. INDEMNIFICATION 10.1 The Consultant will indemnify and defend and hold the Company harmless against any claims, actions, suits, proceedings, investigations, losses, expenses, demands, obligations, liabilities, judgments, fines, fees, costs and expenses (including costs and reasonable attorney fees) and any amounts paid in settlements in any of the foregoing which arise or result from or are related to any breach or failure of the Consultant to perform any of its covenants and agreements set forth in this Agreement. The indemnification provisions of this paragraph shall survive the termination and expiration of this Agreement. 11. PARTIES BENEFITED; ASSIGNMENTS 11.1 This Agreement shall be binding upon, and inure to the benefit of, the Consultant, his heirs and his personal representative or representatives, and upon the Company and its successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by the Consultant. 12. NOTICES 12.1 Any notice required or permitted by this Agreement shall be in writing, sent by registered or certified mail, return receipt requested, or by overnight courier, addressed to the Board and the Company at its then principal office, or to the Consultant at the address set forth in the preamble, as the case may be, or to such other address or addresses as any party hereto may from time to time specify in writing for the purpose in a notice given to the other parties in compliance with this Section 12. Notices shall be deemed given when delivered. 13. GOVERNING LAW 13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and each party hereto adjourns to the jurisdiction of the courts of the State of Nevada. 14. REPRESENTATIONS AND WARRANTIES 14.1 The Consultant represents and warrants to the Company that (a) the Consultant is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or 7 other rights of Company hereunder, and (b) the Consultant is under no physical or mental disability that would hinder the performance of his duties under this Agreement. 15. MISCELLANEOUS 15.1 This Agreement contains the entire agreement of the parties relating to the subject matter hereof. 15.2 This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof. 15.3 No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of the parties hereto. 15.4 A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition. 15.5 This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law. 15.6 The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof. 15.7 The Consultant may assign the benefit of this Agreement to a private corporation controlled by the Consultant, provided that such assignment will not relieve the Consultant from his obligations to the Company arising under this Agreement. 15.8 This Agreement replaces and supercedes all other consultant and employment agreements between the Company and the Consultant and any amendments hereto. 15.9 The Consultant acknowledges and agrees that O'Neill & Company has acted solely as legal counsel for the Company and that the Consultant has been 8 recommended to obtain independent legal advice prior to execution of this Agreement. IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above. SILVERADO GOLD MINES LTD. by its authorized signatory: /s/ Garry L. Anselmo __________________________________ Signature of Authorized Signatory GARRY L. ANSELMO __________________________________ Name of Authorized Signatory PRESIDENT __________________________________ Position of Authorized Signatory SIGNED, SEALED AND DELIVERED BY ROBERT CHAPMAN in the presence of: /s/ Judith A. Chapman __________________________________ Signature of Witness 420 Colony Pointe Dr. /s/ Robert Chapman __________________________________ __________________________________ Address of Witness ROBERT CHAPMAN Punta Gorda FL 33950 __________________________________ EX-10 6 consultagtdynes.txt CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 17 day of December, 2001 (the "Effective Date"), between SILVERADO GOLD MINES LTD., a British Columbia company, (the "Company") and ROBERT M. DYNES, of 297 Iroquois Avenue, Mississauga, ON L5G 1M8 (the "Consultant"). WHEREAS: A. The Company is engaged in the business of the exploration and development of mineral resource properties and the development of an industrial fuel alternative to oil. B. The Company desires to retain the Consultant to provide consultant services to the Company on the terms and subject to the conditions of this Agreement. C. The Consultant has agreed to provide consultant services to the Company on the terms and subject to the conditions of this Agreement. THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: 1. DEFINITIONS 1.1 The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary: (a) "Consultant Shares" shall mean the shares of the Company's common stock issuable to the Consultant pursuant to Section 5.1; (b) "Board" shall mean the Board of Directors of the Company; (c) "Term" shall mean the term of this Agreement beginning on the Effective Date and ending on the close of business on the effective date of the termination of this Agreement. 2 2. ENGAGEMENT AS A CONSULTANT 2.1 The Company hereby engages the Consultant as a consultant to provide the services of the Consultant in accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement. 3. TERM OF THIS AGREEMENT 3.1 The term of this Agreement shall become effective and begin as of the Effective Date, and shall continue until the close of business on the date which is twelve (12) months from the Effective Date of this Agreement, unless this Agreement is earlier terminated in accordance with the terms of this Agreement. 4. CONSULTANT SERVICES 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provided by the Consultant to the Company as consulting services (the "Consulting Services"): (a) Corporate Planning and Business Development ----------------------------------------------- - The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production properties and its alternative fuel technologies. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. - The Consultant will assist management in their evaluation of business opportunities, particularly in the areas of mergers and acquisitions, to complement the Company's mineral resource properties and alternative fuel technologies. - The Consultant will be available to attend Board and Management meetings whenever necessary. (b) reporting to the President of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the 3 Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt. 5. CONSULTANT FEE 5.1 During the term of this Agreement and in consideration for the provision of the Consulting Services, the Company will issue to the Consultant 41,667 4 common shares of the Company on the last day of each month of the term of this Agreement, for an aggregate maximum of 500,000 shares if the Consulting Services are provided for the full term of this Agreement. The Consultant Shares will be issued pursuant to exemptions from the registration requirements of the Securities Act of 1933 (the "Act") or pursuant to an effective registration statement. If issued pursuant to an exemption from registration, all certificates representing the Consultant Shares will be endorsed with a legend confirming that the securities have not been registered and may only be resold pursuant to an effective registration statement under the Act or pursuant to a further exemption from registration, in the form required by the Company's legal counsel. 6. REIMBURSEMENT OF EXPENSES 6.1 The Company will pay to the Consultant the reasonable travel and promotional expenses and other specific expenses incurred by the Consultant in provision of the Consulting Services, provided the Consultant has obtained the prior written approval of the Company. 7. TERMINATION 7.1 The Company may terminate this Agreement at any time upon the occurrence of any of the following events of default (each an "Event of Default"): (a) the Consultant's commission of an act of fraud, theft or embezzlement or other similar willful misconduct; (b) the neglect or breach by the Consultant of his material obligations or agreements under this Agreement; or (c) the Consultant's refusal to follow lawful directives of the President of the Company, provided that notice of the Event of Default has been delivered to the Consultant and provided the Consultant has failed to remedy the default within seven days of the date of delivery of notice of the Event of Default, if the default is of such a nature that it is capable of remedy. 7.2 The Company may at its option terminate this Agreement in the absence of an Event of Default by delivering notice of termination to the Consultant. 5 7.3 The Consultant may terminate this Agreement at any time, provided that thirty days prior written notice of termination has been delivered to the Company. 7.4 On termination of this Agreement for any reason, all rights and obligations of each party that are expressly stated to survive termination or continue after termination will survive termination and continue in full force and effect as contemplated in this Agreement. 7.5 Upon termination, the Consultant will not be entitled to receive any additional Consultant Shares, other than those Consultant Shares issuable in respect of services provided up to the date of termination. 8. PROPRIETARY INFORMATION 8.1 The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required in the ordinary course of performing the Consultant Services to the Company, and the Consultant shall keep secret such trade secrets and confidential information and shall not use or attempt to use any such secrets or information in any manner which is designed to injure or cause loss to the Company. Trade secrets or confidential information shall include, but not be limited to, the Company's financial statements and projections, expansion proposals, business plans and details of its business relationships with banks, lenders and other parties not otherwise publicly available. 9. RELIEF 9.1 The Consultant hereby expressly acknowledges that any breach or threatened breach by the Consultant of any of the terms set forth in Section 8 of this Agreement may result in significant and continuing injury to the Company, the monetary value of which would be impossible to establish, and any such breach or threatened breach will provide the Company with any and all rights and remedies to which it may be entitled under the law, including but not limited to injunctive relief or other equitable remedies. 10. INDEMNIFICATION 10.1 The Consultant will indemnify and defend and hold the Company harmless against any claims, actions, suits, proceedings, investigations, losses, expenses, 6 demands, obligations, liabilities, judgments, fines, fees, costs and expenses (including costs and reasonable attorney fees) and any amounts paid in settlements in any of the foregoing which arise or result from or are related to any breach or failure of the Consultant to perform any of its covenants and agreements set forth in this Agreement. The indemnification provisions of this paragraph shall survive the termination and expiration of this Agreement. 11. PARTIES BENEFITED; ASSIGNMENTS 11.1 This Agreement shall be binding upon, and inure to the benefit of, the Consultant, his heirs and his personal representative or representatives, and upon the Company and its successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by the Consultant. 12. NOTICES 12.1 Any notice required or permitted by this Agreement shall be in writing, sent by registered or certified mail, return receipt requested, or by overnight courier, addressed to the Board and the Company at its then principal office, or to the Consultant at the address set forth in the preamble, as the case may be, or to such other address or addresses as any party hereto may from time to time specify in writing for the purpose in a notice given to the other parties in compliance with this Section 12. Notices shall be deemed given when delivered. 13. GOVERNING LAW 13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and each party hereto adjourns to the jurisdiction of the courts of the State of Nevada. 14. REPRESENTATIONS AND WARRANTIES 14.1 The Consultant represents and warrants to the Company that (a) the Consultant is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or other rights of Company hereunder, and (b) the Consultant is under no physical or mental disability that would hinder the performance of his duties under this Agreement. 7 15. MISCELLANEOUS 15.1 This Agreement contains the entire agreement of the parties relating to the subject matter hereof. 15.2 This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof. 15.3 No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of the parties hereto. 15.4 A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition. 15.5 This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law. 15.6 The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof. 15.7 The Consultant may assign the benefit of this Agreement to a private corporation controlled by the Consultant, provided that such assignment will not relieve the Consultant from his obligations to the Company arising under this Agreement. 15.8 This Agreement replaces and supercedes all other consultant and employment agreements between the Company and the Consultant and any amendments hereto. 8 15.9 The Consultant acknowledges and agrees that O'Neill & Company has acted solely as legal counsel for the Company and that the Consultant has been recommended to obtain independent legal advice prior to execution of this Agreement. IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above. SILVERADO GOLD MINES LTD. by its authorized signatory: /s/ Garry L. Anselmo ____________________________________ Signature of Authorized Signatory GARRY L. ANSELMO ____________________________________ Name of Authorized Signatory PRESIDENT ____________________________________ Position of Authorized Signatory SIGNED, SEALED AND DELIVERED BY ROBERT M. DYNES in the presence of: /s/ J. Hoogenbrugge ____________________________________ Signature of Witness 137 Dover Rd., Dunnville, Ontario /s/ ROBERT M. DYNES ____________________________________ ____________________________________ Address of Witness ROBERT M. DYNES N1A 1Z5 ____________________________________ EX-10 7 consultagtsakundiak.txt CONSULTANT AGREEMENT This Consultant Agreement (the "Agreement") is made and entered into effective as of the 15th day of September, 2001 (the "Effective Date"), between SILVERADO GOLD MINES LTD., a British Columbia company, (the "Company") and D. JAMES SAKUNDIAK, of 76005 - 1358 West Georgia Street, Vancouver, BC V6E 4S2 (the "Consultant"). WHEREAS: A. The Company is engaged in the business of the exploration and development of mineral resource properties and the development of an industrial fuel alternative to oil. B. The Company desires to retain the Consultant to provide consultant services to the Company on the terms and subject to the conditions of this Agreement. C. The Consultant has agreed to provide consultant services to the Company on the terms and subject to the conditions of this Agreement. THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: 1. DEFINITIONS 1.1 The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary: (a) "Consultant Shares" shall mean the shares of the Company's common stock issuable to the Consultant pursuant to Section 5.1; (b) "Board" shall mean the Board of Directors of the Company; (c) "Term" shall mean the term of this Agreement beginning on the Effective Date and ending on the close of business on the effective date of the termination of this Agreement. 2 2. ENGAGEMENT AS A CONSULTANT 2.1 The Company hereby engages the Consultant as a consultant to provide the services of the Consultant in accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement. 3. TERM OF THIS AGREEMENT 3.1 The term of this Agreement shall become effective and begin as of the Effective Date, and shall continue until the close of business on the date which is twelve (12) months from the Effective Date of this Agreement, unless this Agreement is earlier terminated in accordance with the terms of this Agreement. 4. CONSULTANT SERVICES 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provided by the Consultant to the Company as consulting services (the "Consulting Services"): (a) Corporate Planning and Business Development ----------------------------------------------- - The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production properties and its alternative fuel technologies. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. - The Consultant will consult with the Company concerning on-going strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource properties and alternative fuel technology. - The Consultant will be available to attend Board and Management meetings whenever necessary. (b) reporting to the President of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the 3 Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt. 5. CONSULTANT FEE 5.1 During the term of this Agreement and in consideration for the provision of the Consulting Services, the Company will issue to the Consultant 333,333 4 common shares of the Company on January 15, 2002 and 83,333 common shares of the Company on the fifteenth day of each month of the term of this Agreement thereafter, commencing on February 15, 2002, for an aggregate maximum of 1,000,000 shares if the Consulting Services are provided for the full term of this Agreement. The Consultant Shares will be issued pursuant to exemptions from the registration requirements of the Securities Act of 1933 (the "Act") or pursuant to an effective registration statement. If issued pursuant to an exemption from registration, all certificates representing the Consultant Shares will be endorsed with a legend confirming that the securities have not been registered and may only be resold pursuant to an effective registration statement under the Act or pursuant to a further exemption from registration, in the form required by the Company's legal counsel. 6. REIMBURSEMENT OF EXPENSES 6.1 The Company will pay to the Consultant the reasonable travel and promotional expenses and other specific expenses incurred by the Consultant in provision of the Consulting Services, provided the Consultant has obtained the prior written approval of the Company. 7. TERMINATION 7.1 The Company may terminate this Agreement at any time upon the occurrence of any of the following events of default (each an "Event of Default"): (a) the Consultant's commission of an act of fraud, theft or embezzlement or other similar willful misconduct; (b) the neglect or breach by the Consultant of his material obligations or agreements under this Agreement; or (c) the Consultant's refusal to follow lawful directives of the President of the Company, provided that notice of the Event of Default has been delivered to the Consultant and provided the Consultant has failed to remedy the default within seven days of the date of delivery of notice of the Event of Default, if the default is of such a nature that it is capable of remedy. 7.2 The Company may at its option terminate this Agreement in the absence of an Event of Default by delivering notice of termination to the Consultant. 5 7.3 The Consultant may terminate this Agreement at any time, provided that thirty days prior written notice of termination has been delivered to the Company. 7.4 On termination of this Agreement for any reason, all rights and obligations of each party that are expressly stated to survive termination or continue after termination will survive termination and continue in full force and effect as contemplated in this Agreement. 7.5 Upon termination, the Consultant will not be entitled to receive any additional Consultant Shares, other than those Consultant Shares issuable in respect of services provided up to the date of termination. 8. PROPRIETARY INFORMATION 8.1 The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required in the ordinary course of performing the Consultant Services to the Company, and the Consultant shall keep secret such trade secrets and confidential information and shall not use or attempt to use any such secrets or information in any manner which is designed to injure or cause loss to the Company. Trade secrets or confidential information shall include, but not be limited to, the Company's financial statements and projections, expansion proposals, business plans and details of its business relationships with banks, lenders and other parties not otherwise publicly available. 9. RELIEF 9.1 The Consultant hereby expressly acknowledges that any breach or threatened breach by the Consultant of any of the terms set forth in Section 8 of this Agreement may result in significant and continuing injury to the Company, the monetary value of which would be impossible to establish, and any such breach or threatened breach will provide the Company with any and all rights and remedies to which it may be entitled under the law, including but not limited to injunctive relief or other equitable remedies. 6 10. INDEMNIFICATION 10.1 The Consultant will indemnify and defend and hold the Company harmless against any claims, actions, suits, proceedings, investigations, losses, expenses, demands, obligations, liabilities, judgments, fines, fees, costs and expenses (including costs and reasonable attorney fees) and any amounts paid in settlements in any of the foregoing which arise or result from or are related to any breach or failure of the Consultant to perform any of its covenants and agreements set forth in this Agreement. The indemnification provisions of this paragraph shall survive the termination and expiration of this Agreement. 11. PARTIES BENEFITED; ASSIGNMENTS 11.1 This Agreement shall be binding upon, and inure to the benefit of, the Consultant, his heirs and his personal representative or representatives, and upon the Company and its successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by the Consultant. 12. NOTICES 12.1 Any notice required or permitted by this Agreement shall be in writing, sent by registered or certified mail, return receipt requested, or by overnight courier, addressed to the Board and the Company at its then principal office, or to the Consultant at the address set forth in the preamble, as the case may be, or to such other address or addresses as any party hereto may from time to time specify in writing for the purpose in a notice given to the other parties in compliance with this Section 12. Notices shall be deemed given when delivered. 13. GOVERNING LAW 13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and each party hereto adjourns to the jurisdiction of the courts of the State of Nevada. 14. REPRESENTATIONS AND WARRANTIES 14.1 The Consultant represents and warrants to the Company that (a) the Consultant is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or other rights of Company hereunder, and (b) the Consultant is under no physical 7 or mental disability that would hinder the performance of his duties under this Agreement. 15. MISCELLANEOUS 15.1 This Agreement contains the entire agreement of the parties relating to the subject matter hereof. 15.2 This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof. 15.3 No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of the parties hereto. 15.4 A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition. 15.5 This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law. 15.6 The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof. 15.7 The Consultant may assign the benefit of this Agreement to a private corporation controlled by the Consultant, provided that such assignment will not relieve the Consultant from his obligations to the Company arising under this Agreement. 15.8 This Agreement replaces and supercedes all other consultant and employment agreements between the Company and the Consultant and any amendments hereto. 8 15.9 The Consultant acknowledges and agrees that O'Neill & Company has acted solely as legal counsel for the Company and that the Consultant has been recommended to obtain independent legal advice prior to execution of this Agreement. IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above. SILVERADO GOLD MINES LTD. by its authorized signatory: /s/ Garry L. Alselmo ____________________________________ Signature of Authorized Signatory GARRY L. ANSELMO ____________________________________ Name of Authorized Signatory PRESIDENT ____________________________________ Position of Authorized Signatory SIGNED, SEALED AND DELIVERED BY D. JAMES SAKUNDIAK in the presence of: /s/ Trish Wilson ____________________________________ Signature of Witness 5-243 E. 15th Avenue /s/ D. James Sakundiak ____________________________________ ____________________________________ Address of Witness D. JAMES SAKUNDIAK Vancouver, BC V5T 2P8 ____________________________________ EX-23 8 auditorconsent.txt KPMG KPMG LLP Chartered Accountants Box 10426 777 Dunsmuir Street Telephone (604) 691-3000 Vancouver BC V7Y 1K3 Telefax (604) 691-3031 Canada www.kpmg.ca The Board of Directors Silverado Gold Mines Ltd. We consent to the use of our report dated March 14, 2001, with respect to the consolidated balance sheets of Silverado Gold Mines Ltd. as of November 30, 2000 and 1999, and the consolidated statements of operations, stockholders' equity (deficiency) and cash flows for each of the years in the three year period ended November 30, 2000, incorporated by reference in this Registration Statement on Form S-8 and to the reference to our firm under the heading "Experts" in the prospectus. Our report dated March 14, 2001 includes comments by auditors for U.S. readers on Canada-U.S. reporting differences which contains an explanatory paragraph that states that the Company is affected by conditions and events that cast substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty. /s/ "KPMG LLP" Chartered Accountants Vancouver, Canada January 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----