SILVERADO GOLD MINES LTD - FORM 10-K/A

Attached files

file	filename
EX-32.1 - CERTIFICATION - SILVERADO GOLD MINES LTD	exhibit32-1.htm
EX-31.2 - CERTIFICATION - SILVERADO GOLD MINES LTD	exhibit31-2.htm
EX-31.1 - CERTIFICATION - SILVERADO GOLD MINES LTD	exhibit31-1.htm
EX-32.2 - CERTIFICATION - SILVERADO GOLD MINES LTD	exhibit32-2.htm
EX-23.2 - CONSENT OF THOMAS K. BUNDTZEN - SILVERADO GOLD MINES LTD	exhibit23-2.htm
EX-23.1 - CONSENT OF MANNING ELLIOT, LLP - SILVERADO GOLD MINES LTD	exhibit23-1.htm

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

FORM 10-K/A

Amendment #1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: November 30, 2010

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

For the transition period from ____________ to ____________

Commission File Number 000-12132

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	(I.R.S. Employer Identification No.)
Organization)

5455 152^ndStreet, Suite 308
Surrey, British Columbia, Canada	V3S 5A5
(Address of Principal Executive Offices)	(Zip Code)

\Registrant's telephone number: (800) 665-4646

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock, no par value

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No

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.
[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 Act).
[ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $11,641,175 as of March 11, 2011.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
[ ] Yes [ ] No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 2,914,377,244 common shares, no par value, outstanding as of March 14, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.

None.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K/A (the “Amendment”) of Silverado Gold Mines Ltd., (the “Company”, “we”, “us”, “our”) is being filed for the purpose of amending the following disclosure

	1.	The addition of consents from our auditors, current and previous, for the inclusion, by reference, of their reports on our financial statements;
	2.	Revisions to the descriptions of our properties intended to eliminate unnecessary technical information;
	3.	Revisions to our Management’s Discussion and Analysis for the years ended November 30, 2010 and 2009;
	4.	The inclusion of an amended audit report from our current auditor, Manning Elliott, LLP;
	5.	Revisions to our disclosure in Item 13 of this report relating to the lack of independent directors;
	6.	Revisions to our disclosure in Item 9A of this Report – Controls and Procedures;
	7.	Revisions to our disclosure in Item 10 of this Report – Directors, Executive Officers, and Corporate Governance; and
	8.	Revisions to our disclosure in Item 12 of this Report – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Except as described above, no other changes are being made to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2010, as amended (the “Form 10-K”). This Amendment does not reflect events occurring after the March 15, 2011 filing of our Form 10-K and does not modify or update the disclosure contained in the Form 10-K in any way other than as described in this Explanatory Note.

PART 1

ITEM 1. BUSINESS.

FORWARD-LOOKING STATEMENTS

The information in this Annual Report on Form 10-K contains forward-looking statements within the meaning of applicable securities laws relating to Silverado Gold Mines Ltd. (“Silverado”, the “Company”, “we”, “our”, or “us”). These forward-looking statements represent our current expectations or beliefs including, but not limited to, statements concerning our operations, performance, and financial condition. Such forward-looking statements involve risks and uncertainties regarding the market price of gold, availability of funds, government regulations, common share prices, operating costs, capital costs, outcomes of test mining activities and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration activities, including test mining activities, availability of funds, environmental reclamation, variability of quarterly results, our ability to continue growth, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan”, “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” and the negative of such terms or other comparable terminology. Statements in this annual report regarding planned mineral exploration and drilling activities and any other statements about Silverado’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risk factors outlined in Item 1A below, and, from time to time, in other reports we file with the SEC. These factors or uncertainties materialize or should the underlying assumptions prove incorrect, actual results could differ materially from those indicated in the forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and we disclaim any obligation to publicly update these statements to reflect events or circumstances after the date on which such statement is made, or disclose any difference between its actual results and those reflected in these statements. New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor may cause actual results to differ materially from those contained in any forward-looking statements.

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF RESERVES AND RESOURCES

The mineral estimates in this Annual Report on Form 10-K have been prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “measured resources”, “indicated resources” and “inferred resources” are Canadian mining terms as defined in accordance with NI 43-101. U.S. investors are cautioned that the United States Securities and Exchange Commission does not recognize these resource classifications. There is no assurance that any of our mineral resources will be converted into reserves under the disclosure standards of the United States Securities and Exchange Commission. Further, “‘inferred resources” have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that part or all of an “inferred resource” exists, or is economically or legally mineable.

INTRODUCTION

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

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

Silverado’s cash inflow has been generated mainly from private financings, gold sale proceeds earned during the exploration stage, debentures and loans. The Company’s continuing operations are dependent upon private financings to operate our business.

Silverado has been working for eight years on the development of low-rank coal-water fuel (“Green Fuel”), a non-toxic liquid fuel product derived from sub-bituminous and lignite coal. In its finished form, the fuel is a non-toxic, non-hazardous environmentally friendly strategic (liquid) fuel. Silverado is seeking financing to enable us to proceed with the construction of a commercial demonstration facility designed to document the combustion characteristics of Green Fuel. A successful demonstration project could lead to construction of a commercial production facility to manufacture the low-rank coal-water fuel as a replacement fuel for oil fired boilers and utility generators.

CORPORATE ORGANIZATION

Silverado Gold Mines Ltd. is a corporation organized under the laws of British Columbia, Canada. The Company was originally incorporated in June 1963. Silverado operates in the United States through its wholly owned subsidiaries, Silverado Gold Mines Inc., (incorporated May 29, 1981) and Silverado Green Fuel Inc. (incorporated August 14, 2006). We filed a transition application and notice of articles with the British Columbia Registrar of Companies on April 20, 2004 in order to replace our former memorandum adopted under the British Columbia Company Act and to alter our current articles to the extent necessary to ensure compliance with the British Columbia Business Corporations Act (the “BC Business Corporations Act”). The BC Business Corporations Act came into force in British Columbia on March 29, 2004 and replaced the former British Columbia Company Act. The transition notice and notice of articles was filed under the BC Business Corporations Act that requires any British Columbia company incorporated under the former British Columbia Company Act to effect transition under the BC Business Corporations Act by filing with the British Columbia Registrar of Companies a transition application and notice of articles within two years following the coming into force of the BC Business Corporations Act.

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

MINERAL EXPLORATION BUSINESS

We are 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. Effective January 1, 2009, based on completion of a preliminary feasibility study, our Nolan Gold and Antimony Lode Project has disclosed an economically viable mineral reserve. Certain definitions of geological and technical terms used in this Annual Report on Form 10-K are provided in the Glossary of Terms under Item 2. Readers and investors are cautioned that many of these terms, such as “inferred resource” and “indicated resource” are terms used and accepted by the Canadian Institute of Mining (CIM), and although these terms are recognized and required by the Canadian Securities regulations, they are not recognized by the United States Securities and Exchange Commission.

We hold interests in the following four groups of mineral properties in Alaska:

	1.	Nolan Gold Project;
	2.	Ester Dome Gold properties;
	3.	Hammond properties; and
	4.	Eagle Creek properties.

A description of our operations with respect to each of these mineral properties is as follows:

1. Description of Operations at the Nolan Gold Project

1.1 Nolan Gold Project Background

The Nolan Gold Project consists of both placer-style and lode-style deposit types for exploration and development. The Nolan Placer Gold Project involves exploration and development of gold occurring in placer deposits such as stream channels or ancient remnants of placer gold deposits. The Nolan Lode Gold and Antimony Project consist of exploration work designed to locate bedrock structures or formations of bedrock which host gold and antimony mineralization. These two facets of the Nolan Gold Project complement each other, as every stone or pebble in a placer deposit is a piece of rock eroded from some near or distant bedrock formation, and each gold nugget or grain of gold in a placer deposit was originally part of a bedrock formation or structure with lode gold mineralization. Because a placer deposit originates from a lode source, the search for the Nolan lode source involves unraveling the sequences of events that caused a placer deposit to form, as well as applying various geological, geochemical and geophysical exploratory investigations.

The Nolan Gold Project consists of numerous mineral prospects that are in the early stages of exploration, as well as mineral prospects in the advanced stages of exploration. During the years previous to 2007, the Company focused only minimal exploration effort on finding a lode source for gold and focused mostly on the exploration and development of placer gold. During 2007-2010, the Company focused its efforts on the lode potential of the Nolan Creek property, herein referred to as the Nolan Lode Gold and Antimony Project. The project is in the advanced stages of exploration and is potentially moving toward the development stage. During September of 2008, the Company commissioned an independent mining consultant to perform a preliminary feasibility study of the Workman’s Bench lode gold and antimony deposit. The results were released to the public on January 5, 2009.

The previous (prior to 2008) bulk sampling projects of placer gold from the gravel benches along the left limit of Nolan Creek had indicated that there was an association between some of the placer gold recovered and an antimony sulfide mineral called stibnite which commonly coated the coarser and angular gold nuggets. Stibnite is a sulfide mineral, and is a common pathfinder mineral for gold exploration and consists of the elements antimony and sulfur.

1.2 Nolan Gold Project’s Exploration Approach and Focus

2007

The new exploration approach began in 2007 and involved not only looking for the lode source of the gold, but also giving economic consideration to the element antimony in addition to the gold, for exploration and development. In 2007, the Company began a new systematic and more scientific approach that combined soil and rock (surface) geochemical data and geophysical data (airborne and ground) with subsurface drill core geochemical and geological data. The data was compiled into a Geographical Information System (GIS) database. All GIS surface data acquired in the field was located with a Global Positioning System (GPS).

In 2007, the Company began focusing on the lode source of the gold and antimony in the areas referred to as Pringle Bench and Workman’s Bench. These two target areas are underlain by a quartz-gold-antimony veined zone that is part of a sheared and faulted structural zone referred to by the Company as the Solomon Shear Zone. The Company excavated eight trenches totaling 440 lineal feet of bedrock in the Pringle and Workman’s Benches and collected continuous chip samples from the bedrock that included the gold and antimony veins. The Company will continue to use the excavation of trenches to assist in exploration, especially to aid in defining drill targets, taking advantage of the historic roads and trails that allow transport of heavy equipment for exploration purposes.

In 2007, the Company acquired a tracked and mobile diamond core drill for exploration. The diamond core drill, and the 2 inch diameter (NQ) core, allow the geologist to make determination of the true width of mineralized veins and the relationship of the vein to other primary geologic structures. The diamond drill core allows for more accurate analysis of grade and interpretation of style of mineralization and timing of mineralization relative to other structures in the rock.

During 2007, the new soil and rock geochemical data and geophysical data further delineated the northeast trending structural zone, referred to by the Company as the Solomon Shear Zone, which is associated with gold and antimony mineralization. The new approach in 2007 involved the first phase of drilling, using the newly acquired diamond core. A total of 18 holes were drilled across the Solomon Shear Zone. The diamond core drilling data supported the geochemical and geophysical data. The drilling was focused on the Workman’s and Pringle Benches located on the south and north sides of Smith Creek respectively.

During 2007, the Company’s exploration efforts in the Fortress area delineated gold and arsenic soil anomalies which coincide with east-west VLF-EM ground geophysical anomalies interpreted by the Company as possibly new mineralized structural trends. The Fortress area has never been drilled and is still in the earliest stages of exploration.

Exploration efforts in 2007 did not result in finding a commercially viable mineral deposit.

2008

During the winter of 2008, the Company excavated 570 feet of exploration tunnels into the bedrock below Workman’s Bench. During the summer of 2008, the Company began the second phase of diamond core drilling, focusing on the Workman’s Bench area, and did not drill north of Smith Creek. The Company continued with the ground (non airborne) very low frequency electromagnetic (VLF-EM) geophysical grid in the Fortress area located on the north end of the property.

The drilling under Workman’s Bench delineated 1,300 feet of gold and antimony mineralization in near vertical structures or veins that extend down dip two hundred feet and remain open at depth.

The 2007 and 2008 drill results in the Workman’s Bench area were not sufficient to define a probable reserve, but the drill results combined with the preliminary feasibility study was sufficient enough to define a probable reserve. Reserves and resources are listed in Item 2, below.

2009

During 2009 the exploration approach and focus was on advancing to the potential development stage which involved collecting baseline environmental data and performing characterization studies for permitting obligations such as the acid rock drainage study which is still ongoing. In addition, the Company performed critical upgrades to the Nolan Creek Camp facility in preparation for a crew of mining personnel to assist with the proposed bulk sampling program. Due to insufficient investment capital, the permitted 1,000 cubic yard underground bulk sample of antimony-gold ore was not initiated.

During the summer of 2009 the Company drilled 20 diamond core drill holes totaling 4,992 feet under Workman’s and Pringle Benches. The drill program was focused on increasing the size of the ‘A Zone’ beyond the 2008 resource and reserve blocks. The drill results at both Workman’s and Pringle Benches were not spatially located for a reserve status but they were sufficient for an inferred resource. Refer to Item 2 below for the resource and reserve estimates.

Another goal of the summer drill program was to connect the resource blocks of the Workman’s and Pringle Bench Prospects. Drilling in the Smith Creek lowlands encountered problems that will require a larger drill in order to extract core samples and to have a contiguous resource block that connects Pringle Bench to Workman’s. However, drilling along the south end of Pringle Bench in 2009 combined with soil and geophysical anomalies has confirmed that the Main Zone of gold and antimony mineralization encountered in Workman’s and Pringle Bench are part of the same northeast trending zone.

2010

During 2010 the Company performed limited exploration work on the property. Due to insufficient capital, the permitted 1,000 cubic yard underground bulk sample of antimony-gold ore was not initiated. Limited funding also prevented us from initiating the permitted diamond core drill program which was planned to increase mineral resources under Workman’s and Pringle Benches. The Company’s geologists mapped and prospected the bedrock exposures located west of Pringle Bench which is the area on the property with the best gold soil geochemistry. The underground portal was inspected and the roads and infrastructure were maintained and remain in good order. Upgrades and maintenance were performed throughout the property and include but were not limited to fuel storage areas and removal of old waste from the site. Drill sites were located and surveyed in preparation for a drill program which will include two HQ diamond core drills capable of drilling in excess of 1,000 feet.

1.3 Nolan Gold Bulk Sampling Projects

1.3.1 2007 Placer Gold Bulk Sampling Projects

2007 Swede Channel and Mary’s East Bulk Sampling Projects

The Swede Channel and Mary’s East placer deposits represent the last bulk placer sampling projects that the Company has undertaken, and are disclosed herein as part of the background of the Company’s operations.

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

The Mary’s East Placer Gold Deposit (“Mary’s East”) is located a few hundred yards northeast of the Swede Channel and directly east of Mary’s Bench Placer Gold Deposit. Unlike the gold concentrations in the Swede Channel, the placer gold in Mary’s East is concentrated in landslide material that was deposited onto a bedrock shelf during the ice age.

Swede Channel and Mary’s East 2007 Work

During the winter of 2006, Silverado re-opened the Swede portal and continued with its underground exploration and development program on the remaining sections of the Swede Channel until its completion by the middle of January 2007. A total of 8,963 loose cubic yards (“LCY”) of gravel material was stockpiled from the remaining Swede Channel.

In early January 2007, crews installed a portal into Mary’s East, and began an underground drift into the Mary’s East deposit. The Mary’s East project was completed at the end of March 2007 and 9,357 LCY of gravel material was stockpiled from this project.

The 2006-2007 winter stockpile contained 18,320 LCY (Swede Channel and Mary’s East combined) of gravel material, and was processed from June through July of 2007 at the existing sluice plant location, yielding 2,811.74 troy ounces of gold nugget gold and over 207 pounds of concentrate that contained gold particles smaller than 1/4 inch in size. The fine concentrate yielded 915.06 troy ounces of gold (30% gold), which when combined with 2,811.74 troy ounces of nugget gold recovered in 2007 totals 3,726.80 troy ounces. Also, the fine concentrates yielded 65.10 troy ounces of silver or 2.15% silver which was included in gold inventory.

The Swede channel and Mary’s East portals were both sealed after completion of the underground bulk sampling projects. Both sites were reclaimed in summer 2007 as required by the Bureau of Land Management.

1.3.2 2008 Nolan Lode Gold and Antimony Bulk Sampling Project

During 2008, the Company did not explore for placer gold resources. Exploration focused on the lode potential of the Main Zone of gold-antimony veining at Workman’s Bench which required drill intercepts to be spaced close enough to define the various zones, especially the ‘A Zone’ Vein fault. The ‘A Zone’ was to be the sample target for a future 1,000 cubic yard bulk sample. The extraction of a bulk sample or samples of gold-bearing semi-massive to massive stibnite (antimony mineral) is necessary for mineral processing and metallurgical investigation.

On November 16, 2007, we began the excavation of the Workman’s Bench Portal and continued excavating 570 feet of underground workings into the bedrock below Workman’s Bench. The tunnels were finished in early February of 2008. The tunnels are interconnected and serve a multitude of purposes. The first purpose was for determining the overall width of the veined gold and antimony mineralized zone and establishing the strike and dip of the individual quartz-gold-antimony veins. The second purpose was for the collection of insitu bedrock channel samples for geochemical assays, and the third was for the collection of significantly larger (bulk) samples of the main gold and antimony vein referred to by the Company as the Zone A vein, that typically consists of massive stibnite and gold, for more accurate geochemical assays as well as for preliminary milling and processing studies of the gold and antimony.

The final purpose of the tunnels is for access and egress for future bulk sampling at depth. Depending on funding, the Company plans to collect either a 1,000 cubic yard or 2,000 cubic yard bulk sample of the main gold and antimony vein referred to by the Company as the A Zone Vein. Other potential targets for future exploration and development include the West Zone, B Zone and C Zone that parallel the main A Zone Vein.

Bulk Sample of the ‘A’ Zone Vein

Prior to 2008, the Company had not completed mineral processing or tests for mineral processing of lode mineralization in the Nolan Creek area.

Thomas K. Bundtzen (the “QP”), an independent and AIPG Certified Professional Geologist, served as an independent third-party qualified person to the Company for the purpose of certifying and collecting data for the Nolan Gold Project. In April 2008, the QP collected a 414 lb bulk sample of semi-massive stibnite, vein quartz, and wall rock gangue from the defined mineralized ‘A’ Zone in the Workman’s Bench underground workings. The purpose was to determine the mineralogical nature of the antimony mineralization and the source of significant gold values within the ‘A’ Zone.

The 414 lb bulk sample was sent to Hazen Research Labs Inc. in Golden, Colorado, USA in order to discover the most optimal grind for potential marketing of a stibnite product, and to identify the mineralogical nature of the gold and antimony values. Hazen Research Labs Inc. produced two reports in September of 2008. Results of the first report involve flotation and gravity separation of the gold, stibnite and other sulfides and gangue minerals. The results of the second report involve mineralogical examination. Details of the two Hazen Research Lab reports are discussed under Item 2, below.

Silverado has also acquired a permit from the Bureau of Land Management (BLM) to collect and process a maximum 1,000 cu yd of material from the Workman’s Bench Lode for metallurgical testing. The bulk sample will be collected to determine grinding, flotation, and other processing and mineralogical characteristics of stibnite.

The QP released a detailed technical report on July 29, 2008 referred to as NI 43-101 which disclosed both placer and lode resource estimates for the Nolan Creek properties. Discussion and results of the bulk sample collected by the QP are detailed in the technical report. The July 29, 2008 report was based on information available to the QP as of July 2, 2008, and the resource estimates in the report were superseded by the QP’s November 17, 2008 revised estimates which indicated a resource of 17,000 oz of gold which has been reclassified as a reserve of 17,000 oz of gold following the release of the preliminary feasibility study, effective January 1, 2009 as amended June 1 2009. The more recent reserve estimates are discussed in Item 2. The most recent reserve estimates are more complete and accurate since they include data from the completion of the 2008 drill program that ended in late September of 2008. The most recent report, effective January 1, 2009 as amended June 1 2009 includes a feasibility study by the QP as well as additional drilling data and analysis of core samples. Readers and investors are cautioned that the 43-101 technical report in which the reserve estimates are based upon contains language and terms that may not be recognized by the US Securities and Exchange Commission.

1.3.3 2009-2010 Nolan Lode Gold and Antimony Bulk Sampling Project

During 2009 and 2010 the Company was unable to acquire the investment capital to initiate the underground 1,000 cubic yard bulk sample of gold-antimony ore from the reserve block that underlies Workman’s Bench. The Company honored permit obligations and also collected additional geotechnical and geological data which will assist in the success of the underground bulk sample. The underground tunnels and portal were inspected and appeared to be in structurally sound condition. The summer and fall drilling program added geologic and geotechnical data that will assist the bulk sampling program (See Item 2 – Description of Property, below). During 2010 the Company performed limited exploration work on the property.

1.4 Nolan Placer Gold Project Exploration

1.4.1 2007 Nolan Placer Gold Exploration

During March and April 2007, placer gold exploration focused on drilling along the left limit of Nolan Creek to explore both north and south of the Mary’s East and Swede Channel deposits. Further placer drilling was carried out within the area between the Mary’s East/Swede Channel Deposits and the Topnotch Prospect. A total of 130 reverse circulation (RC) drill holes were completed during that drilling program with a total drill footage of 6,005 feet.

The 2007 placer drilling program discovered an entirely new zone of placer gold which has been named Jack London Bench. Jack London Bench is located 200 feet north-east of and 50 feet above the Mary’s East Bench.

RC drilling is the principal exploration method used by Silverado in the identification of placer gold deposits. All placer drilling in 2007 was performed by a contractor using 6 inch diameter drill rods. Placer drill samples were collected in 5 foot intervals (industry standard).

1.4.2 2008 – 2010 Nolan Placer Gold Exploration

The Company did not do any field exploration work for placer gold during the past three years from 2008 to 2010. The Company focused on the Nolan Lode Gold and Antimony Project. However, during 2008 there was a technical report filed that related to the Nolan placer resources.

On July 29, 2008, the QP released the NI 43-101 Report ‘Estimation of Lode and Placer Mineral Resources, Nolan Creek, Wiseman B-1 Quadrangle, Koyukuk District, Northern Alaska’, which describes lode and placer mineralization in the Nolan Creek area, including the Workman’s bench area. No new information concerning sampling methods and approach for placer deposits has been generated for Nolan Creek project since that release of information. The results of Bundtzen’s resource estimates differ from the placer gold resource estimates reported by Murton’s 2007 NI 43-101 report for the Company. The difference between the Murton resource estimates and the Bundtzen estimates was due to Bundtzen having access to more data.

1.4.3 Nolan Placer Gold Exploration 2011 Work Plan

Currently the Company is focusing on the Nolan Lode Gold and Antimony Project with an emphasis on infill drilling for more accurate resource estimates in the Workman’s and Pringle Bench Areas.

However, due to the current gold prices, the Company may explore for placer gold within benches farther upslope along the left limit of Nolan Creek. More infill RC drilling is needed on Jack London Bench and other benches on the left limit of Nolan Creek. Jack London Bench is upslope of the former drift mined gold-rich channels that were sampled by Silverado in 2006 and 2007. All targets for exploration along the left limit of Nolan Creek are well above the elevation of Nolan Creek. The Nolan Creek Deep Channel is a primary consideration for exploration and development, but additional data is needed for hydrologic studies.

Based on previous RC drill data, the Company believes the best target for placer gold exploration and development is located in the Slisco Bench which is part of our Hammond Property and is discussed below.

Budget projections for this project are detailed under the section “Projected Annual Budget for 2011”

1.5 Nolan Lode Gold and Antimony Project Exploration

1.5.1 2007 – 2009 Nolan Lode Gold and Antimony Project Exploration Work Summary

During 2007 – 2009, exploration for a lode gold and antimony deposit on the Company’s Nolan property focused on the Nolan Creek area within the Solomon Shear Zone and the Fortress area. The Solomon Shear Zone is a five mile long gold and antimony bearing shear zone, which is a possible source of placer gold in the Nolan valley drainages, and bench deposits such as Swede Channel, Mary’s East Bench, Mary’s Bench, Eureka Bench, and Workman’s Bench.

The 2007 lode exploration program consisted of extensive ground geochemical soil surveys and ground geophysical very low frequency electromagnetic (“VLF-EM”) surveys, extensive backhoe trenching and a first phase diamond core drilling program to follow up on the significant results achieved by backhoe trenching.

In 2008 and 2009 the Company continued defining resources and reserves in the Workman’s and Pringle Bench areas located near the confluence of Smith Creek and Nolan Creek.

Independent Preliminary Feasibility Study Completed by Pacific Rim Geological Consulting Inc.

During September 2008, Thomas K. Bundtzen of Pacific Rim Geological Consulting Inc. (the “QP”) was commissioned by the Company to perform a preliminary feasibility study of the Workman’s Bench Antimony and Gold Lode Deposit. Bundtzen is a third party (independent) and AIPG Certified Professional Geologist. Bundtzen is a “Qualified Person” as defined by NI 43-101 and also qualifies under the rules of the U.S. Securities and Exchange Commission. The significance of the preliminary feasibility study is that the resource estimates of the lode antimony and gold have been reclassified as a reserve and the deposit is an economically viable deposit.

The information in the report was based on data as of October 15, 2008. The report was prepared as a National Instrument 43-101 Technical Report in accordance with Form 43- 101F, for the Company. Readers and investors need to take caution since the 43-101 technical report is under the guidelines of the British Columbia Securities Commission and that the United States Securities Exchange Commission does not recognize many of the terms used such as “indicated resources” and “inferred resources” and possibly other terms which are commonly used by the Canadian Institute of Mining (CIM). Readers should note that the results of the study post date the previous report by the QP released on July 29, 2008, and that the information in the recent report which includes resource estimates supersedes the July report. The results of the study were released on January 1, 2009 as amended June 1, 2009. The report in its entirety can be found at our website www.silverado.com. Some of the pertinent items discussed in the report are as follows:

	1.	Data Verification by the QP and QAQC of the Company’s Sample Management.
	2.	Mineral Processing and Metallurgical Testing of Bulk Sampled Material from the Underground Workings.
	3.	Summary of Resource and Reserve Estimates of the Antimony and Gold Lode Deposits.
	4.	Methodology and Modeling Used for the Lode Resource Estimates.
	5.	Waste Rock Management Plan
	6.	Mill Design (Pilot Mill)
	7.	Modeling Used for the Lode Resource Estimates.
	8.	Project Implementation Schedule.
	9.	Conclusions and Recommendations of the QP.

2. Ester Dome Property

2.1 Ester Dome Property 2010 Work Summary

The properties comprising our Ester Dome gold project are discussed in detail under the heading Description of Properties herein. In recent years, all exploration trenches were backfilled, stabilized, and seeded to resist surface erosion. Annual assessment work for 2010 was completed.

2.2 Ester Dome Property 2011 Work Plan

During 2011, we plan to continue work toward completion of the closure of the Grant Mill Tailings Pond, as part of our asset retirement obligations. This pond, which is filled to capacity with tailings, will be capped and decommissioned after a final approval of the tailings pond closure plan is received from the Alaska Department of Environmental Conservation (“ADEC”). Currently the Company is waiting on a report from Shannon and Wilson Inc., an engineering and environmental firm that is in the process of completing a study that is needed for the Company to move to the next phase of required permitting needed before the decommission process can take place. The Company remains in good standing with the state regulators and will continue reclamation work on our Ester Dome holdings during 2011.

Several large-scale projects have been proposed over the past ten years, but shelved either as a result of poor market conditions or due to internal decisions to favor shifting financial and manpower resources to the Nolan Project. One project that remains under consideration is environmentally friendly bio-degradable urea heap leaching of crushed and agglomerated gold ore after coarse gold has been recovered from the crushed ore by conventional gravity and water methods. A second project that continues under study involves mining of the O'Dea structure by underground methods. All past mining stopped at the 200 foot level of the workings, which is just above the water table. Close spaced diamond drilling between the 200 foot and 1,000 foot levels prove the existence of several significant high grade ore shoots within the O’Dea breccia zone.

3. Hammond Property

3.1 Hammond Property 2010 Summary

The placer claims comprising our Hammond property are discussed in detail under the heading Description of Properties in this annual report. During 2010, rental payments were made to keep the mining claims in good standing.

3.2 Hammond Property 2011 Work Plan

To date, the Nolan Creek Deep Channel placer deposit and the Hammond River Slisco Channel have the greatest exploration potential for an economically viable placer deposit. Both prospects require more RC drilling and analysis. Although the Company has been focusing on the Nolan Creek property, the current price in gold may increase interest in this property.

RC placer drilling in 1995 and 2006 identified a channel containing placer gold that extends for a length of over 1,800 feet. The channel, named the Slisco Channel, remains open to the southeast and there is evidence of one or more tributary channels that remain to be explored in the near future. Within the Slisco Channel, the placer gold occurs on bedrock and on a second horizon about 20 feet above the bedrock channel.

The higher placer gold values in both pay layers are located within the left limit of the Slisco Channel. In addition to the encouraging drill results to date, the potential of extending the channel to the southeast plus the possibility of discovering gold bearing tributary channels, make this a prospect for additional discoveries

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

4. Eagle Creek Property

4.1 Eagle Creek Property 2010 Work Summary

The Eagle Creek property is discussed in detail under the heading Description of Properties in this annual report. Annual assessment work for 2010 was completed and all mining claim rental payments were made. Exploration work during 2010 involved a new mineral assessment of the Eagle Creek property. The assessment involved compiling the abundance of exploration data that spanned a period of over 40 years and included data from Silverado Gold Mines Inc. and American Copper and Nickel as well as two other mining companies. The preliminary assessment noted several potential gold mineralized structural targets referred to as vein-faults. The mineral assessment included collecting 26 rock samples for geochemical analysis from the property. The assay results and the interpretation of these results were disclosed in variousnews releases. To review these news releases readers and investors are encouraged to visit the Company website www.silverado.com.

4.2 Eagle Creek Property 2011 Work Plan

During 2011, the Company will seek funding for an exploration program that will target the gold-bearing vein-faults. Currently, the Company has applied for essential permits to allow both a trenching and drilling program at the property in 2011. The 2011 exploration program is referred to by the Company as a phase 1 program. The permit application (APMA) is for a 3 year permit which will end in December of 2013. The Company plans to drill 6 to 10 drill holes for a total of 2,500 feet as well as excavate a minimum of 300 feet of bulldozed trenches for near surface bedrock geochemical assays and geologic interpretation. Depending on the results of the phase 1 program, the Company may or may not move forward with additional subsurface exploration.

The vein-faults which include the Scrafford deposit (historic antimony producer) have higher gold grades but are lower tonnage deposits relative to the previous targets of exploration which were bulk-minable intrusive hosted deposits located along the west side of the property. Completing the 2011work listed in this work plan will be contingent on available funding. Even if funding becomes available, there is no assurance that a commercial gold-silver antimony deposit will be defined.

2011 Exploration Budget

Projected Annual Budget for Fiscal Year 2011:

Nolan Gold and Antimony Project:

Drilling	$	3,600,000
Construction and Permitting		1,000,000
Core Logging and Assaying		600,000
Drill Pads, Roads and Culverts		400,000
Total Budget All Projects		13,560,000

Equipment Purchase		2,000,000
Fuel and Supplies		700,000
Contingencies		1,700,000
Total Costs for the Nolan Gold and Antimony Project		10,000,000
Total Costs for the Eagle Creek Project		20,000
Total Costs for the Ester Dome Project		520,000
Total Costs for the Hammond Project		20,000
Administration – Head and Field Offices		3,000,000

Completion of all of the projects described in the 2011 work plan will be contingent on additional funding. There is no assurance that additional funding will be obtained. Even if the additional funding is obtained, there is no assurance that a commercial ore deposit will be developed. Revenues from any anticipated gold and antimony sales are projected to be profitable.

LOW-RANK COAL-WATER FUEL BUSINESS

We entered the fuel sector in 2000 by forming a new Fuel Technology division which operates out of Fairbanks, Alaska. This division of the business is operated by our wholly owned subsidiary, Silverado Green Fuel Inc. Our determination to enter into this business was based on a decision to broaden our business beyond mineral exploration and production.

The fuel product is called low-rank coal-water fuel (LRCWF or Green Fuel), which is a low-cost, non-toxic, non-hazardous alternative to oil fuels used in commercial boilers for the production of electricity and industrial heat. As a liquid fuel Green Fuel enjoys all the benefits of liquid handling and storage, Green Fuel allows coal to be used sight unseen and is made from coal, America’s most abundant fossil energy resource. This fuel is produced by the fine grinding of low-rank coal, and subsequent hydrothermal treatment of the finely ground coal particles. Hydrothermal treatment (HT) is an advanced technology, featuring moderate temperature/pressure, non-evaporative treatment or hot water drying, which irreversibly removes most of the inherent moisture from low-rank coal and allows the formulation of commercially viable LRCWFs. HT is similar in many respects to pressure cooking, and the product retains all of the desirable combustion characteristics of low-rank coal. When Green Fuel is injected into a boiler, the particles ignite and burn rapidly, which leads to little or no boiler de-rating when substituted for oil. We believe that demand for the Green Fuel and its production and utilization technology exists because of the high cost of oil and the desire for economical alternatives to oil that are environmentally friendly.

Silverado 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) (the “UAF”). In December 2009, the Company received a letter from the UAF requesting the extension of the results by the end of 2011. Results of the tests as well as capital availability and an increase in oil prices would all have to be positive for Silverado Green Fuel Inc. to reconsider construction of its LRCWF project. This aspect of our business is still in the start-up phase of operations and no revenues have been achieved to date. We do not anticipate that revenues from this technology will be achieved until commercialization of the technology has been established.

GOVERNMENT REGULATION

Silverado and its subsidiaries collectively own (or partially own), lease, and/or hold purchase options on numerous federal and state placer and lode mining claims on the Nolan, Slisco, Eagle, and Ester properties, all of which are located in Alaska. These 801 total claims consist of: (i) 672 federal mining claims, comprised of 228 federal placer claims and 444 federal lode claims, and (ii) 129 state mining claims (the state of Alaska does not distinguish between placer and lode rights within each state mining claim).

Any operations at our will be subject to various federal and state laws and regulations in the United States which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses, permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions relating to us or our properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the economic development or operation of property in the United States.

The U.S. Forest Service requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject to environmental impact evaluation under the National Environmental Policy Act. Any significant modifications to the plan of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant additional cost and delays to any mining project undertaken by us.

Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. Any future mining operations at the Uravan Property may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures for pollution control in order to comply with the rules.

The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA"), imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. Those liable groups include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our properties or surrounding areas.

Environmental Regulations

We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.

While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

FEDERAL CLAIM MAINTENANCE FEES AND STATE CLAIM RENTALS

We pay an annual federal claim maintenance fee to the Bureau of Land Management (“BLM”) for each federal mineral claim that is owned by us or held under a purchase or lease agreement. We paid aggregate annual federal claim maintenance fees of $94,080 in 2010, $94,080 in 2009, and $84,000 in 2008.

We pay an annual Alaska state claim rentals to the Alaska Department of Revenue for each state mining claim that is owned or held by us under a purchase or lease agreement. We paid aggregate annual Alaska state claim rental fees of $21,930 in 2010, $21,930 in 2009 and $16,770 in fiscal 2008 and 2007.

COMPETITION

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

MARKET

We are a mineral exploration company with gold and antimony exploration properties located in U.S.A. The gold and antimony metal markets have been strong since 2001, where the gold price has increased from $268 per ounce to over $1,000 per ounce to its current price of $1,380 as of November 30, 2010. Antimony metal price has increased from $0.69 per pound to its current price of approximately $5.30 per pound as of November 30, 2010. Management believes that both the gold and antimony markets will remain strong for the foreseeable future.

EMPLOYEES

We do not have any employees. Our operating and administrative activities are carried out through our agreements with the Tri-Con Mining Group and other independent consultants.

RESEARCH AND DEVELOPMENT EXPENDITURES

The majority of the research and development costs attributable to the low-rank coal-water fuel technology related to further technical work on the fuel creation temperature. We have spent $nil on research and development activities during the past two fiscal years.

		December 1, 2009		December 1, 2008
		to November 30, 2010		to November 30, 2009

Research and Development Expenditures	$	--	$	--

ENFORCEABILITY OF CIVIL LIABILITIES

Our headquarters are located in, and our officers and directors are residents of, British Columbia, Canada. Further, some of our assets are, or may be, located outside the United States. Accordingly, it may be difficult for investors to effect service of process within the United States on us or our officers and directors, or to enforce against them judgments obtained in United States courts predicated upon the civil liability provisions of the United States federal securities laws. There is also uncertainty as to both an investor’s ability to enforce, in an appropriate foreign court, judgments of United States courts based upon the civil liability provisions of the United States federal securities laws, and an investor’s ability to bring an original action in an appropriate foreign court to enforce liabilities against us or any person based upon the United States federal securities laws. If investors have questions with respect to these issues, they should seek the advice of their legal counsel.

ENVIRONMENT POLICY

Silverado is committed to contributing to a prosperous economy through the sustainable development of natural resources while remaining protective of the health of its workers and the public, and the state of the natural environment, through wise stewardship of our land, air and water. We recognize that fundamental to this commitment are the following principles:

Maintaining environmental, health and safety standards that minimize risks at levels as low as reasonably achievable;
Preventing pollution through the application of economically feasible, proven technologies, procedures and processes;
Meeting and exceeding legal and regulatory compliance requirements; and
Committing to an environmental program of continual review and improvement.

In furtherance of these principles we continue to maintain this environmental policy as a top-priority management theme, and apply environmental management systems (EMS) that conform with the International Organization for Standardization’s (ISO) 14001 guidelines, including the structure, planning, practices, procedures and processes necessary for developing, implementing, achieving, reviewing and maintaining our environmental policy.

To that end we will make every effort to:

Conduct careful and continuous monitoring of all our operations and their impacts on the environment, human health and safety;
Identify and document those aspects of our activities which have, or could reasonably be expected to have, environmental impacts;
Systematically identify all relevant legal and regulatory requirements and industry standards of practice, and honor an ongoing commitment of compliance;
Set environmental objectives and targets that address our overall environmental policy, minimize or eliminate environmental impacts, and meet or exceed legal and regulatory requirements;
Monitor and measure performance against our environmental objectives and targets, and routinely channel this information back into our EMS;
Develop and apply technically proven and economically feasible measures through workplans which document our environmental, legal and regulatory targets and how they are to be achieved, and communicate these workplans with our employees;
Apply environmental management practices which are flexible and adaptive to changes in production processes, regulatory requirements, and other factors which may affect our operations; and
Continually improve our environmental programs through regular management reviews which address the possible need to change policies, objectives, targets and other elements of our EMS.

REPORTS TO STOCKHOLDERS

Silverado files reports regularly with the Securities and Exchange Commission (“SEC”). The public may read and copy any materials we have filed with SEC at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling SEC at 1–800–SEC–0330. SEC maintains an Internet site, http://www.sec.gov/edgar.shtml, that contains reports, proxy and information statements, and other information filed electronically with SEC. We have also posted our financial information and news releases on the Company’s website at: http://www.silverado.com.

ITEM 1A. RISK FACTORS

We face risks in completing our exploration plans and achieving revenues. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently know to us or that we currently deem immaterial may also impair our business operations. If any of these risks occur, our business, our ability to achieve revenues, our ability to produce gold, our operating results and our financial condition could be seriously harmed and your investment may be lost entirely.

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

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

As we have incurred significant losses in the past, there is no assurance that we will be able to achieve the financing necessary to enable us to proceed with our exploration activities, including test mining activities.

We had deficit working capital as of November 30, 2010 and we have incurred significant losses in the past and did not report revenues in our last three fiscal years ended November 30, 2010, 2009 or 2008. Our 2011 plan of operations calls for expenditures of several millions of dollars to be incurred by us over the next twelve months in order to continue our drilling and exploration activities at the Nolan Gold, Ester Dome, Eagle Creek and Hammond Projects. We will require substantial financing in order for us to pursue our plan of operations. If we do not achieve the necessary financing, then we will not be able to proceed with our planned exploration activities, including our planned test mining activities, and our financial condition, business prospects and results of operations will be materially adversely affected.

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

Thomas K. Bundtzen, an independent third party mining consultant and an AIPG and NI 43-101 Qualified Person, completed a Preliminary Feasibility Study for the Company’s Nolan Creek Property effective January 1, 2009 (amended June 1, 2009). The study concluded that the lode gold and antimony deposit underlying Workman’s Bench and the southwestern portion of the Solomon Shear Zone contain probable reserves. Nevertheless, there is no assurance that we will be able to recover quantities of gold and antimony in these areas or in any others that will enable us to achieve sales of gold and antimony that will exceed our costs of recovering the gold and antimony.

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

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

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

Our business is extremely dependent on the price of gold and the price of gold as well as other precious base metals has experienced volatile and significant price movements over short periods of time and is affected by numerous factors beyond our control. If gold prices decline prior to the recovery and sale of gold from the Nolan Gold Project, then our recoveries from sales of gold and financial condition will be adversely impacted. We have not undertaken any hedging transactions in order to protect us from a decline in the price of gold. A decline in the price of gold may also decrease our ability to obtain future financings to fund our planned exploration programs activities.

Factors that tend to cause the price of gold to decrease include, but are not limited to, the following:

(a)	Sales or leasing of gold by governments and central banks;
(b)	A low rate of inflation and a strong US dollar;
(c)	Speculative trading;
(d)	Decreased demand for gold’s industrial, jewelry and investment uses;
(e)	High supply of gold from production, disinvestment, scrap and hedging;
(f)	Sales by gold producers and foreign transactions and other hedging transactions;
(g)	Devaluing local currencies (relative to gold price in US dollars) leading to lower production costs and higher production in certain major gold producing regions.

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

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

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

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

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

Mineral exploration activities, including test mining activities, involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome.

Operations that we undertake will be subject to all the hazards and risks normally incidental to exploration, test mining and recovery of gold and other metals, any of which could result in work stoppages, damage to property and possible environmental damage. The nature of these risks are such that liabilities might result in us being forced to incur significant costs that could have a material adverse effect on our financial condition and business prospects.

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

This annual report discusses our mineral resources in accordance with Canadian National Instrument 43-101 (“NI 43-101”), as discussed under the section of this annual report entitled “Description of Properties”. Resources are classified as “measured resources”, “indicated resources” and “inferred resources” under NI 43-101. However, U.S. investors are cautioned that the United States Securities and Exchange Commission does not recognize these resource classifications. There is no assurance that any of our mineral resources will be converted into reserves under the disclosure standards of the United States Securities and Exchange Commission except for those probable reserves defined in the January 1, 2009 report, amended June 1, 2009, earlier referenced in this document. Further, “‘inferred resources” have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that part or all of an “inferred resource” exists, or is economically or legally mineable.

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

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

If we are unable to obtain all of our required governmental permits, our operations could be negatively impacted.

Our future operations, including exploration and development activities, required permits from various governmental authorities. Such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labor standards, land use, mine safety and other matters. There is no assurance that we will be able to acquire all required licenses or permits or to maintain continued operations at economically justifiable costs.

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

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

Changes in government regulation may adversely affect the Company’s business.

The Company deals with various regulatory and governmental agencies and the rules and regulations of such agencies. In order for the Company to operate and grow its business, it needs to continually conform to the laws, rules and regulations of such jurisdictions. It is possible that the legal and regulatory pertaining to the exploration and development of mineral properties will change. Uncertainty and new regulations and rules could increase the Company’s cost of doing business or prevent it from conducting its business.

As mineral exploration business is extremely risky, there is substantial risk that our business will fail.

We plan to continue exploration on our mineral properties. Because of the speculative nature of exploration of mineral properties, there is no assurance that our additional exploration activities on our properties will result in the discovery of new commercially exploitable quantities of minerals or that we will be able to establish proven and probable reserves as a result of our exploration. Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of commercial exploitable quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded

There can be no assurance that our independent geologists’ estimates or results will be accurate.

We rely on independent geologists to analyze our drilling results and to prepare resource reports. While these geologists rely on standards established by various regulatory agencies and licensing bodies, there can be no assurance that their estimates or results will be accurate. Analyzing drilling results and estimating reserves or targeted drilling sites is not a certainty. Miscalculations and unanticipated drilling results may cause the geologists to alter their estimates.

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

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

Private placements, stock awards and the exercise of our outstanding options and warrants may depress our stock price.

Sales or the availability for sale of shares of our common stock by stockholders could cause the market price of our common stock to decline and could impair our ability to raise capital through an offering of additional equity securities. If our management determines to issue a large pool of shares of our common stock to raise capital or other purposes in the future, investors’ ownership position would be diluted and the market price of our common stock may decline. The exercise of outstanding options and warrants, and the subsequent sale of the underlying common stock in the public market could have the effect of lowering the market price of our common stock below current levels and make it more difficult for us and our stockholders to sell our common stock in the future.

Regulatory actions by the SEC or any exchange on which our securities are traded may adversely affect the price of our common stock, the ability of stockholders to sell their shares and our ability to secure additional funding.

Should any regulatory matters arise, resolution of these matters with any entity will likely result in significant legal fees and related expenses that would otherwise be devoted to our mining efforts. If you are a stockholder, you may not be able to sell your securities and shares of our common stock will become highly illiquid which may result in the loss of your entire investment. In addition, should we become subject to any of the events identified above, our ability to secure additional financing will be adversely affected.

The securities industry and the offer and sale of securities are highly regulated. Any improper actions, whether intentional or unintentional, could subject us to litigation and potential monetary damages. Any litigation that we undertake with respect ot our common stock or other matters will involve the expenditure of significant financial resources and divert management’s focus from their primary responsibilities.

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

Our business venture into the low rank coal water fuel technology business is at a very early stage and is subject to a high risk of failure. The low rank coal water fuel technology has not been proven by us to be a commercially viable fuel alternative. In order to establish commercial viability, we will have to undertake the construction and operation of the contemplated demonstration facility. The construction and three year operation of the demonstration facility would cost approximately $26 million. Even if the demonstration facility were constructed and operational, there is no assurance that the commercial viability of this process would be established or that we would be able to expand the facility into a commercially viable operation or to generate revenues from this technology. We are pursuing funding from the United States federal and state governments and from private sources to fund the construction of the demonstration facility. There is no assurance that we will succeed in obtaining government or private funding for this project. Even if funding is obtained and the demonstration facility constructed, there is no assurance that we would be able to generate profits or revenues from the operation of the demonstration facility.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our head office is located at Suite 308, 5455 152^nd Street, Surrey, British Columbia, Canada V3S 5A5. These premises are comprised of approximately 3,378 square feet and are leased for a term expiring in March 2016.

The Company holds interests in the following four groups of mineral properties located in Alaska, U.S.A:

	1.	Nolan Gold Project;
	2.	Hammond Property (Slisco Bench);
	3.	Ester Dome Properties;
	4.	Eagle Creek Properties;

All of these properties are in the exploration stage and have no proven reserves as of November 30, 2010; with the exception of the Nolan property, which has a probable reserve but requires a more extensive feasibility study to ascertain if such probable reserve can be classified as a proven reserve.

The following disclosures incorporate the results of technical reports prepared during 2008 and 2009 by Thomas K. Bundtzen (“Bundtzen”/the “QP”), a third party independent qualified person and certified professional geologist, in accordance with the requirements of Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Investors may view the NI 43-101 reports at the Company’s website at www.silverado.com. The NI 43-101 reports provide disclosure regarding Silverado’s Alaska properties in accordance with NI 43-101. U.S. Investors are cautioned that the United States Securities and Exchange Commission does not recognize the terms “indicated resources” and “inferred resources”.

The details of our interests in the four groups of mineral properties are described below.

NOLAN GOLD PROJECT

Based on completion of a preliminary feasibility study, dated January 1, 2009 and amended June 1, 2009, by the QP, our Nolan Gold and Antimony Lode Project has disclosed an economically viable mineral reserve. The preliminary feasibility study concluded that the resource estimates can be reclassified as a probable reserve. However, it requires a more extensive feasibility study to ascertain if such reserve can be classified as a proven reserve.

1. Location and Access

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. The Nolan Gold Project is accessible by the Elliott and the Dalton Highways, about 280 road miles north of Fairbanks Alaska. An all weather road connects 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. Coldfoot also has a weather station provided by the Alaska State Weather Service, and a post office.

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 1/4, Township 31 North, Range 12 West, the NE 1/4, Township 30 North, Range 12 West, and SW 1/4, 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.

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

2. Property Description and Ownership Interest

All of the mineral properties at the Nolan Gold Project are federal mining claims. Federal mining law allows for a locator to stake either a placer deposit or a lode deposit. Under the federal mining law, a 20 acre placer claim with the dimensions of 660 feet by 1,320 feet may be staked. Lode mining claims have dimensions of 600 ft by 1,500 ft.

As of November 30, 2010, 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. There has been no legal survey on any of the claims. These groups of properties are described in the next subsection.

The majority of the Nolan Creek mining claims are controlled by Silverado Gold Mines Inc., a wholly owned subsidiary of Silverado. Many of the claim names acquired or staked by Silverado have historic names such as Mary’s Bench and Workman’s Bench. Annual maintenance and holding fees for the federal placer and lode mining claims for the Nolan Gold Project totaled $85,540, which were paid to the Bureau of Land Management (the “BLM”) as required.

(a) Nolan Gold Project Placer Property

Our Nolan Gold Project placer claim holdings are comprised of 197 contiguous unpatented federal placer mining claims located within the Nolan and Hammond River drainage systems. Silverado also holds 2 unpatented federal placer mining claims located on Marion Creek and 5 unpatented federal placer mining claims located on Clara Creek. Both Clara and Marion Creeks are left limit tributaries to the Middle Fork of the Koyukuk River. The Clara Creek and Marion Creek claims are located approximately 1.5 and 3 miles north of Coldfoot, Alaska, respectively, and are situated near the Dalton Highway. Silverado is the registered owner of all 204 placer claims. Of these claims, the Thomson’s Pup claims consist of 6 unpatented federal placer claims. The Company’s ownership in these claims is subject to a royalty of 3% of net profits on 80% of production payable to Frank Figlinski and Lyle R. Carlson.

Over the years Silverado has conducted operations on this property entitled: the Nolan Deep Channel, Smith Creek, Thomson’s Pup, Mary’s Bench, Swede Channel, Mary’s East, Archibald Creek, Mary’s East, Workman's Bench, Upper Nolan Creek, Dolney Bench, West Block, "3B1" on Nolan Creek, and Eureka Bench, et al. The main block of contiguous Nolan Placer claims cover approximately 6 square miles of creeks and fluvial terraces and uplands.

(b) Nolan Lode

The Nolan Lode claims are comprised of 407 unpatented federal lode claims. This number consists of the original 67 claims plus 241 claims added during 2006 and 99 claims added during 2007. Ownership of these federal lode claims is in the name of Silverado Gold Mines Inc. This area encompasses approximately 8,140 acres.

3. History of Operations

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

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

YEAR	STATUS OF OPERATIONS	NATURE OF OPERATIONS	LOCATION	BCY MINED	Tr.Oz. GOLD RECOVERED	RECOVERED GRADE OZ/BCY (Bank Cubic Yards)
1980-88	Test Mining During Exploration	Surface Operations	Archibald / Fay Creek	40,000est	2,400 *	0.060est
1993	Production	Surface Operations	Thompson Pup	33,800	1,304	0.038
1994	Production	Underground Operations	Mary’s Bench Underground	16,143	2,697	0.167
1994	Production	Surface Operations	Eureka Bench Open Cut	29,300	5,733	0.196
1995	Production	Surface Operations	Phase 3 Open Cut	22,285	2,394	0.107
1995	Production	Underground Operations	3B1 Underground	12,991	1,006	0.077
1995	Production	Surface Operations	West Block Open Cut	18,988	1,305	0.069
1995	Production	Surface Operations	Mary’s Bench hydraulic	600	27	0.045
1996	Test Mining During Exploration	Surface Operations	Dolney Bench Surface	5,042	126	0.025

1998	Test Mining During Exploration	Surface Operations	Archibald Creek Surface	5,947	128	0.022
1999	Test Mining During Exploration	Underground Operations	Swede Channel Underground	4,575	623	0.136
1999	Test Mining During Exploration	Surface Operations	Workmans Bench Open Cut	5,580	112	0.020
2000	Test Mining During Exploration	Surface Operations	Workmans Bench Open Cut	14,919	201	0.013
2003	Test Mining During Exploration	Un derg ro und Operations for Nolan Deep Channel; Surface Operations for Wooll Bench, Mary’s Bench and other	Nolan Deep Channel, Wooll, Mary’s Bench, Other	30,279	451	0.015
2006	Test Mining During Exploration	Underground Operations	Swede Channel Underground	6,843	939	0.137
2007	Test Mining During Exploration	Underground Operations	Swede Channel and Mary’s East Underground	14,092	3,726.8	0.264
2008 and 2009	Exploration for Lode deposits Only	Exploration for Lode deposits Only	Diamond Core Drill Programs (73 holes drilled since 2007)	N/A	N/A	N/A
TOTALS				261,384	23,172.8	0.089

*Includes 1,320 ounces produced by lessee.

We have not achieved profitability in any of the years during which we have carried out test mining activities at the Nolan Gold Project. We did not carry out any gold recovery operations during 2004 and 2005 as we focused on lode exploration on the property, as opposed to test placer mining activities. We also did not carry out any gold recovery operations during the past three years (2008-2010), as we focused on the lode exploration program.

During the winter of 2005, Silverado began an underground exploration and development program on the Swede Channel. Continuing into 2006, Silverado installed about 900 feet of exploration drifts by underground tunneling methods into the Swede Channel. Prior bulk sampling had shown the channel to contain gold in the basal gravels, so the project was designed to obtain a large bulk sample from the tunnel being advanced into the channel. The 2005-2006 winter stockpile contained 8,896 LCY of gravel material, and was processed between June 28^th through July 20^th of 2006, yielding 939.07 troy ounces of gold nuggets and dust. The Swede portal was re-opened in early November of 2006, and gravel extraction on the remaining sections of the Swede Channel continued until its completion by the middle of January 2007. A total of 8,963 LCY of gravel material was stockpiled from the remaining Swede Channel.

The 2006-2007 winter stockpile contained 18,320 LCY (Swede Channel and Mary’s East combined) of gravel material, and was processed from June through July of 2007 at the existing sluice plant location, yielding 2,811.74 troy ounces of gold nugget gold and over 207 pounds of concentrate that contained gold particles smaller than 1/4 inch in size. The fine concentrate yielded 915.06 troy ounces of gold (30% gold), which when combined with 2811.74 troy ounces of nugget gold recovered in 2007 totals 3726.80 troy ounces. Also, the fine concentrates yielded 65.10 troy ounces of silver or 2.15% silver.

4. Present Condition of the Property

We have spent approximately $35,869,000 over the last 30 years acquiring, exploring and undertaking test mining activities and test exploration on the Nolan Gold Project. Up to November 30, 2010, we have completed 851 placer drill holes with a cumulative total of 49,370 feet of drilling. About 219 of those drill holes were completed along the frozen gold bearing deep channel of the Nolan Creek known as the Nolan Deep Channel. We have also completed 73 lode exploration drill holes with a cumulative total of 21,144 feet of diamond core drilling.

We also have a gold recovery facility located at the Nolan Gold Project that is used to recover gold from gravel that we extract during test mining activities as part of our exploration of the Nolan Gold Project. This gold recovery facility was modernized in 2006. Our gold recovery facility incorporates nugget traps, hydraulic riffles, classification and gravity concentration processes in order to remove gold present in gravel material. The gold recovery facility has a processing rate of 75 cubic yards of gravel material per hour. The gold facility can only be operated in the late spring to early fall months when free-flowing water is available to operate the plant.

On May 17, 2007, Silverado entered into a 10-year 'shared well agreement' with Sukakpak, Inc., an Alaskan corporation, through which Silverado designed, drilled and installed at its expense a high-capacity water well in the nearby rural community of Wiseman, Alaska, to serve both as a source of high-quality drinking water, and a high-volume source of sample processing water. In addition, Silverado upgraded its Nolan Gold Project drinking water storage facility to a series of three fully-enclosed 2,000-gallon plastic storage tanks, and also a modern multi-modular kitchen and dining facility. Silverado also expended approximately $85,400 for the design and installation of a state-of-the-art 'fast activated sludge treatment' (FAST®) arctic-capable wastewater treatment facility designed by Lifewater Engineering Company of Fairbanks, Alaska that is capable of serving the treatment needs of up to 24 personnel, and that treats the camp's domestic wastewater to such a high quality that it can be discharged directly to the land surface. The design, construction and installation of the wastewater facility was undertaken under the approval of the Alaska Department of Environmental Conservation (ADEC).

Currently we have a fully functioning all season enclosed 23 man camp (Nolan Camp) with three functioning offices with computers and internet access. The camp has a STW treatment plant for sewage and graywater treatment. Camp site also has a large mechanics shop for working on heavy equipment such as backhoes and bulldozers. The camp also has multiple ADEC approved containments with tanks capable of storing 30,000 gallons of diesel fuel, and a peripheral explosives storage area. The camp also has an abundance of heavy equipment for excavating and road maintenance. In 2009, upgrades to the camp facility were done in preparation of a crew of mine personnel that would be needed to collect an underground bulk sample of gold-antimony ore. One key upgrade was the installation of a larger diesel generator to supply more electricity to the Nolan camp.

Exploration Objectives for the Nolan Gold Project

Our exploration plans are to expand our reserves and resources on Workman’s Bench and further define gold deposits in order to provide a basis for the assessment of the feasibility of future additional test mining activities at the Nolan project. We are currently undertaking an extensive geological exploration program on the Nolan Gold Project. The program includes drilling, as well as the review of geological, geochemical and geophysical data. We are currently preparing for the development stage on our Nolan Lode and Antimony Project. The Company has acquired a permit to collect a 1,000 cu yd bulk sample of quartz-antimony-gold from the mineralized zone in the Workman’s Bench portion of the Solomon Shear Zone. We have also completed a preliminary feasibility study effective January 1, 2009 and amended June 1, 2009. The overall objectives of our exploration program are as follows:

1.	To continue to expand reserves on the antimony-gold veined southwestern extent of the Solomon Shear Zone as well as northeast through Pringle Bench to the Hillside area, a distance of approximately 6000 feet where, drilling, trenching, geology, geochemistry, ground and air borne geophysics all when combined, indicate a continuation of the ore zone or more lode deposits on the Nolan Gold project that could be the source of our placer gold deposits. We will continue to use our new systematic and scientific approach utilizing both GPS and GIS for interpretation of our spatial data.

2.	To continue seeking capital investment to allow the successful advancement of our Nolan Gold and Antimony Project to the development stage and mining. We will use the Bundtzen preliminary feasibility study as a road map (guideline) for the project to move forward to the development and mining stage and continue to follow the recommendations of our QP which includes a program designed to upgrade from probable reserves to proven reserves in the Workman’s and Pringle Bench areas, and continue exploration along the strike length of the Solomon Shear Zone, advancing the drilling program northeast to the Hillside Zone. Also, as per our QP’s recommendations, we will involve continued aggressive permitting, fulfilling the requirements of our regulators in an expedient manner.

We have been working on interpreting the geology of the Nolan area since 1979, when we first acquired the project. Our latest and most extensive exploration program began in early 2007 and was directed at improving our placer deposit definition and discovering potential lode sources of the placer gold. Our exploration geologists and mining engineers have worked to move this objective forward. Our exploration efforts have included the analysis of geophysical data, geochemical sampling results, Company records and analysis provided by government mineral investigation efforts and publications as well as the trenching and exploration drilling of target areas. The exploration strategy and focus has changed slightly since the beginning of 2007, and is discussed below.

Exploration Strategy and Focus

The current focus of the Company is the advancement toward the development 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/mining.

The current exploration strategy involves a complete systematic approach that combines placer gold test mining data, soil geochemical data, geophysical data, percussion drilling data and diamond drill core data for the further delineation of potential lode sources for gold and antimony in the areas known as Pringle and Workman’s Bench. Our strategy also involves performing studies in preparation for the development & mining stage for the antimony-gold deposit underlying the Workman’s Bench. These studies include but are not limited to geotechnical studies of the bedrock for underground engineering and design purposes, additional hydrologic studies proximal to our planned underground workings, as well as collecting additional bulk samples of stibnite-gold vein material for larger scale milling and processing tests, and various environmental baseline studies.

The Company plans to drill more diamond core drill holes for additional estimates of reserves. We will continue to take advantage of the historic roads and trails on our property to use mobile heavy equipment for digging trenches into the bedrock for more accurate geologic interpretation and moving other mobile equipment like our newly acquired diamond core drill.

Prior to 2007, Silverado’s exploration efforts focused more on placer gold test mining activities , with only minor emphasis on drilling the bedrock to test for lode gold potential. Between 1993 and 2006, the Company drilled 14 percussion-reverse circulation (RC) drill holes totaling 3,695 ft. into bedrock and collected 727 assays for gold and antimony mineralization. The RC drilling indicated gold and antimony mineralized quartz veins . Although the data from the RC drilling indicated desired mineralization, it did not allow for the determination of the true width of the veins or other pertinent insitu information as the RC holes were used primarily to gather placer gold data. The recent focus of exploring for a lode gold and antimony deposit involves the use of a diamond core drill which allows the geologist to make determinations of the true width of mineralized veins and the relationship of the veins to other primary geologic structures. The diamond drill core allows for more accurate analysis of grade and interpretation of style of mineralization and timing of mineralization relative to other structures in the rock. To date, the Company has drilled a total of 73 diamond core drill holes totaling 21,444 feet during lode exploration since 2007.

5. Geology

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

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

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

The placer deposits are of three types:

	1.	Shallow placers concentrated in present stream and river valleys;
	2.	Placer gold concentrated on bedrock in deeply incised bedrock channels that have been covered by ten to hundreds of feet of gravel and organic material; and
	3.	Placer deposits concentrated on benches lying anywhere from 10 to 400 feet above present stream levels. These bench gravels were deposited when streams were flowing at higher levels relative to present levels due to damming by glacial ice.

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

Analysis of obtained airborne geophysical data identified a linear resistivity low that has been named the “Solomon Shear trend”. The resistivity low is coincident with a geochemical anomaly for gold, antimony, arsenic and other indicator minerals. This anomaly trends sub-parallel to Nolan Creek along the east side from south of Smith Creek into the Hammond River drainage. Immediately east of this trend lies a second sub parallel resistivity low also identified by airborne geophysics and showing similar characteristics to the “Solomon Shear Trend”.

The Company has identified a new zone with anomalous gold mineralization, which has been named “the Fortress”. The Fortress area is part of an east-west trending deformation zone that is overlain by strong arsenic and gold in soil anomalies, which are up to over 1,500 feet in length. We will continue our exploration program in 2010 with the objective of identifying mineralization of commercial significance along this zone.

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

6. Nolan Gold and Antimony Project Mineral Reserves and Resource Estimates

The following resource estimates were performed by Thomas K. Bundtzen (“Bundtzen”/the “QP”) of Pacific Rim Geological Consulting Inc. Bundtzen is an independent third party mining consultant who is an AIPG Qualified Person. The Company requested a preliminary feasibility study in September 2008. Based on the 2008 feasibility study, the QP concluded that the lode gold and antimony indicated resources underlying Workman’s Bench could be converted to a probable reserve.

For a complete summary of the data used and the methods of determination of the lode resource estimates, readers are encouraged to view the recent 43-101 report by Bundtzen, effective January 1, 2009, which is posted on the Company’s website and on EDGAR and SEDAR. The NI 43-101 Technical Report by Bundtzen that was disclosed on January 1, 2009 was amended June 1, 2009 (the “technical report” or “report”). These resource estimates are based off of an investigation that was not within the current mineral reserve block and as such the grades and tonnages of the probable mineral reserve have not changed.

General Note Regarding Estimates

The following information should be considered in connection with our estimates for Workman’s Bench, which we are disclosing in accordance with applicable SEC standards and regulations:

Assumed Prices of US $1100/oz for gold and US $5.00/lb for antimony.
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.

The reserve estimates for each of the three zones (A, B, and West) were determined by drill hole intercepts of each zone as well as channel samples of the zone from the underground workings. The QP used a polygonal estimation of grade by compositing sample assay information taken within designated widths and lengths of mineralized zones, giving consideration only for intercepts with an antimony value greater than 4% antimony (7% stibnite). A total of 124 intercepts of antimony-quartz-gold were assayed from the 41 diamond core drill holes for the three zones. Considering the specific gravity of pure stibnite is 4.52 and quartz and schist gangue are 2.70 and 2.66 respectively, The QP used a tonnage factor of 8.2 cubic ft per ton (massive stibnite would be 7.1 cubic ft per ton).

Polygonal Calculations of Tons, Grades and Amounts of Antimony and Gold

Readers are cautioned that the following estimates are under the category of a probable reserve and not a proven reserve, which requires a higher degree of feasibility study. These values are based off of a preliminary feasibility study, which is not the same as a legal feasibility study.

The following tables summarize the polygon calculations used by the QP to determine the probable mineral reserves for the Workman's Bench gold and antimony deposit, effective January 1, 2009. The data below is based off of 2007 and 2008 diamond core drilling data. As well as channel samples and specific vein samples collected from our underground workings that were collected by the QP in 2008. Detailed maps, outlining the polygons used in the probable reserve estimates, are shown in the QP’s NI 43-101 technical report (feasibility study), effective January 1, 2009, as amended June 1, 2009.

Polygonal Probable Reserve Calculations of Workman’s Bench ‘A’ Zone, Nolan Creek, Alaska

Polygon	Tons	Antimony (%)	Antimony (tons)	Gold (oz/ton)	Gold (ounces)
1	365	4.70	17.2	0.056	20.4
2	337	4.20	14.1	0.120	40.4
3	445	22.80	101.5	1.090	485.1
4	484	22.85	110.5	1.070	517.8
5	602	29.60	178.2	1.120	674.2
6	508	23.09	116.8	0.056	28.4
7	390	50.89	198.4	1.109	432.2
8	379	31.40	119.0	1.115	422.6
9	305	28.03	85.4	0.987	301.0
10	195	13.47	26.2	0.146	28.5
11	950	22.36	212.4	0.193	183.4
12	175	27.94	48.9	1.097	191.9
13	125	10.66	13.3	0.970	121.3
14	105	16.17	33.9	0.102	10.7
15	535	19.73	105.5	0.300	160.6
16	335	31.68	106.1	0.307	102.8
17	452	34.24	154.7	0.334	150.9
18	152	24.68	37.5	0.486	73.8
19	109	21.43	23.3	0.240	26.1
20	485	24.40	118.3	0.323	156.6
21	855	24.73	211.4	0.196	167.5
22	245	19.90	48.7	0.256	62.7
23	140	17.48	24.4	0.250	35.0
24	65	16.50	10.7	0.160	10.4
25	85	18.86	16.0	0.166	14.1
26	101	18.19	18.4	0.150	15.1
27	100	15.77	15.8	0.143	14.3
28	146	14.18	20.7	0.170	24.8
29	389	36.55	141.9	0.322	125.2
30	716	35.86	256.7	0.340	243.4
31	384	23.49	90.2	0.141	54.1
32	345	23.10	79.7	0.181	62.4
33	107	24.18	25.8	0.217	23.2
34	330	32.04	106.0	0.267	88.0
35	780	39.10	304.9	0.681	531.2
36	840	36.57	307.1	0.492	413.2
37	2,050	48.74	999.0	0.416	853.0
38	2,490	48.68	1,212.0	0.453	1,128.0
39	2,300	54.59	1,255.0	0.725	1,667.0
40	459.0	21.00	96.3	0.459	210.6
41	1,180	39.43	465.0	0.201	237.0
42	550	30.66	165.0	0.130	72.0
43	185	20.50	37.9	0.106	19.6
44	820	28.02	229.6	0.114	93.4
45	353	18.14	64.0	0.107	37.8
46	697	7.93	55.2	0.123	85.7
47	998	17.53	174.9	0.101	100.7
48	157	20.93	32.8	0.106	16.6
49	140	14.49	20.3	0.056	7.8
50	450	10.80	48.6	0.098	44.1
51	135	28.76	38.8	0.140	18.9
52	100	29.58	29.6	0.130	13.0
53	85	29.60	25.1	0.120	10.2
54	454	23.74	107.8	0.171	77.6
55	423	24.02	101.6	0.516	218.2
56	228	23.02	52.5	0.463	105.6
57	235	20.02	47.0	0.413	33.6
58	338	26.46	89.4	0.463	156.4
59	564	21.44	120.9	0.526	296.6
TOTAL/AVERA	28,452	31.52	8,967.9	0.405	11,516.7

Polygonal Probable Reserves Calculations for ‘B’ Zone, Workman’s Bench, Nolan Creek Area, Alaska

Polygon	Tons	Antimony (%)	Antimony (tons)	Gold (oz/ton)	Gold (ounces)
1	185	34.32	64.0	0.298	55.0
2	237	40.13	95.0	0.618	146.0
3	175	39.36	69.0	0.507	89.0
4	475	47.50	226.0	1.105	524.0
5	590	41.42	244.0	0.652	384.0
6	574	45.32	260.0	1.060	608.0
7	195	31.32	61.0	0.425	83.0
8	289	17.59	50.8	0.154	44.5
9	830	37.15	308.0	0.802	666.0
10	675	34.97	236.0	0.724	489.0
11	116	21.73	25.2	0.123	14.3
12	79	19.76	15.6	0.130	10.3
13	160	10.10	16.2	0.313	50.1
14	186	21.60	40.2	0.451	83.9
15	487	15.25	74.2	0.430	209.4
16	875	25.54	223.4	0.317	277.3
17	95	16.51	15.7	0.241	22.9
18	331	16.06	53.1	0.244	80.8
19	209	4.59	9.6	0.067	14.0
20	107	5.16	5.5	0.070	7.5
21	145	13.82	20.0	0.063	9.1
22	155	13.58	21.1	0.050	7.8
23	365	7.98	29.1	0.160	58.4
24	385	5.65	21.7	0.083	31.9
25	567	8.30	47.0	0.310	175.8
26	269	4.77	12.8	0.256	68.8
TOTAL/AVERAGE	8,756	25.63	2,244.2	0.480	4,210.8

Polygonal probable reserve Calculation for ‘West’ Zone, Workman’s Bench, Nolan Creek area, Alaska

Polygon	Tons	Antimony (%)	Antimony (tons)	Gold (oz/ton)	Gold (ounces)
1	565	2.86	16.1	0.908	513.0
2	446	2.39	10.6	0.108	48.2
3	450	3.12	14.0	0.921	414.5
4	359	2.64	9.5	0.121	43.4
5	131	3.36	4.4	0.140	18.3
6	73	9.30	6.8	0.143	10.2
7	210	9.81	20.6	0.124	26.0
8	297	18.09	53.7	0.105	31.2
9	110	19.06	20.9	0.261	28.7
10	95	12.10	11.5	0.225	21.3
11	109	14.53	15.8	0.215	23.4
12	166	13.13	21.8	0.229	38.0
13	286	18.35	52.4	0.293	83.8
14	397	11.75	46.6	0.098	38.9
15	175	21.56	37.7	0.146	25.6
16	537	19.82	106.4	0.140	75.2
17	160	23.59	37.7	0.143	22.8
18	192	35.32	67.8	0.230	44.2
19	75	31.78	23.8	0.196	14.7
20	115	21.74	25.0	0.113	13.0
21	256	25.28	64.7	0.147	37.6
TOTAL/AVERAGE	5,204	12.80	667.8	0.302	1,572

Total Probable Lode Mineral Reserves, for Workman’s Bench, Nolan Creek Area “A”. “B” and “West” Zones

Readers are cautioned that the following estimates are under the category of a probable reserve and they are not a proven reserve, which requires a higher degree of feasibility study. These values are based off of a preliminary feasibility study, which is not the same as a legal feasibility study.

Reserve Category	Cut-off grade (% Sb)	Quantity (ton)	Grade (% Sb)	Metal (ton Sb)	Grade (oz/ton Au)	Metal (oz Au)
Probable	4.0	42,4	28.00	11,880	0.408	17,300

Notes:

–	Rounding may result in some discrepancies.
–	No processing recovery factors have been applied to these reserve figures.
–	The unit ton refers to short tons.
–	Cut-off grade is 4.0% Sb ‘equivalent’, which refers to the combined values of gold plus antimony expressed in terms of antimony alone
–	Effective date of the estimate is January 1, 2009. The 2009 exploration program was not involved with the current reserve block and as such did not affect the grade or tonnages listed.

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.

Silverado's 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^st, 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

HAMMOND PROPERTY (SLISCO BENCH)

1. Location and Access

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

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

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

2. Ownership Interest

Silverado leases 24 federal placer mining claims and 36 federal lode mining claims from Alaska Mining Company, Inc. (“Alminco”).

As of November 30, 2010, we were in arrears of required mineral property claims and option payments of $550,000 and therefore our rights to the property were adversely affected. We are currently re-negotiating the terms and conditions of the Alminco agreement with Alminco. Alminco has confirmed that our mineral claims and options are in good standing on the understanding we will use our best efforts to pay the minimum royalty payments, including the payments that are in arrears, when business conditions permit; however there is no assurance that we will be able to successfully renegotiate the terms and conditions of the Alminco agreement.

3. History of Operations

In 1993 we acquired the group of placer gold mining claims overlying the Slisco Bench, and located along the right limit of the Hammond River. The Hammond River drainage has been the subject of intense exploration since the early 1900s. Poor exposures, difficult terrain, and deep overburden confronted the first explorers and early miners in the Hammond River region. Those miners who worked with persistence succeeded for the most part in developing small-scale projects constrained in scope by the inadequacies of their mechanical equipment, and the lack of technical knowledge and financial support. Nevertheless, because of the work done by these early explorers, the Hammond River has produced approximately eighty thousand ounces of placer gold, including the second largest gold nugget ever discovered in Alaska – a nugget weighing more than 135 ounces.

The Bench was first staked by Martin Slisco, and prospected by hand methods since the 1930’s, but no commercial production was recorded. During the late 1970s, placer gold, including some nuggets characteristic of the Koyukuk Mining District were recovered by open cut prospecting and bulk sampling from a prospect pit at the northern end of the bench. The prospect pit was open to bedrock and with a nominal 20 feet of overburden exposed, indications were favourable for defining a large open pit mine-able placer gold deposit. The surface topography indicates the bench could extend up to 4,500 feet southerly from the prospect pit. Beyond that distance the bench is intersected by the present Hammond River Channel where past and ongoing erosion has removed all surface expression of the bench.

Below that intersection, the bench has been eroded and during 1995, Silverado completed a Phase I drill program, completing 64 drill holes to the south of the prospect pit. Analysis of the data from the Phase I program determined that the Slisco Bench surface topography conceals an ancient gold bearing channel. Depths of drilling to bedrock were much deeper than anticipated. Several hundred feet south of the prospect pit bedrock depths are about 60 feet below surface, increasing to more than 230 feet in depth at a distance of 1,200 feet south of the prospect pit. The gravel layer at bedrock was found to contain encouraging and sometimes, significant placer gold content at channel bottom intercepts.

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

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

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

5. Geology

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

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

ESTER DOME PROJECT

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

1. Location and Access

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

2. Ownership Interest

The Ester Dome property is comprised of 52 state mineral claims and 1 unpatented federal mineral claim. The claims are not all contiguous in that there are 5 separate blocks of claims. Silverado 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. There are three separate agreements covering these 53 claims on the Ester Dome property.

	(a)	Grant Mine

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

	(b)	St. Paul / Barelka

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

	(c)	Dobb’s

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

3. History of Operations

The Ester Dome property first became known as a result of the discovery of placer gold in the creeks draining Ester Dome in about 1902. By 1909, approximately 1.5 million oz. had been mined from alluvial deposits. Ultimately, approximately 4 million ounces of placer gold have been mined from creeks draining Ester Dome.

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

(a) Grant Mine

Work at the Grant Mine, on the eastern flank of Ester Dome, was initiated in about 1928 with the sinking of shafts to bedrock to attempt to locate buried alluvial gold. This work, while it did not locate alluvial gold, did reveal quartz rubble near bedrock containing free gold. Mr. Grant, the claim owner, sunk two shafts through about 80’ of loess (silt) cover and by 1931 had reportedly mined about 600 tons from the newly discovered Irishman Vein. This work was all completed from the only levels established, the 50, 100 and 150- foot levels. Mr. Roger Burggraf purchased the claims from Grant’s heirs in 1973 and deepened the shaft to the 200-foot level. This work revealed a new vein, the O’Dea vein which has eclipsed the Irishman vein in importance. Burggraf completed limited development on the Irishman vein and the O’Dea vein during the next 5 years, and in 1978 entered into a lease option agreement with Silverado.

Over the subsequent 8 years up to 1986, we completed an extensive surface exploration and underground development program as well as test milling the underground development muck from work on the O’Dea structure, in a small (approximately 50 tons per day) gravity mill, during 1980 – 1982. In 1984, we entered into a joint venture agreement with Aurex Inc., a subsidiary of Marubeni America Corporation to further explore and develop the Grant Mine plus a larger area of interest around the mine. Aurex withdrew from the joint venture at the end of 1985 and the mill was shut down in Jan. 1986. A total of approximately 22,000 tons of gold bearing rock were mined from the O’Dea structure during the period 1980 to January 1986, yielding 4,090 ounces of gold.

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

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

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

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

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

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

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

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

(b)St. Paul / Barelka

The St. Paul / Barelka claims have undergone a significant amount of exploration since the early 1980s when they were first acquired by us. The early work was in the form of electromagnetic surveys, geochemical soil sampling, trenching and diamond and percussion drilling. Most recently, in 199 1-1992, ACNC completed 9 diamond drill holes and 3 rotary reverse circulation holes. Subsequent work in 1996-1997 amounted to significant trenching and 91 drill holes focusing on the St Paul structure which had been partially defined by our previous work.

(c) Dobb’s

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

4. Present Condition of the Property and Current State of Exploration (a) Grant Mine-O’Dea Vein:

The Grant Mine operations, including camp, buildings, machine shops and related equipment, were constructed in the late 1980s. Most of the mill and equipment are in operating condition but upgrades would be required. The mill has remained inactive since February 1989. The plant and equipment cost us $2,076,780. This amount has been written down to $nil on our audited financial statements. Power to the Grant Mine operations is provided by diesel powered generators located on site. Commercial power transmission lines cross through the property, and could provide power to the facilities for any future operations. Auxiliary power to the Grant Mine operations will be provided by diesel powered generators located on site. During fiscal 2007, our work on the property was limited to assessment work. We plan to maintain claim rental payments for the current fiscal year and to continue with assessment work. The Grant Mine Tailings Pond is near capacity, and currently the Company has a third-party engineering firm working on a closure plan for the decommissioning and reclamation of the old pond. A new mine operation would need a new tailings pond constructed.

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

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

The St. Paul property is undeveloped and does not contain any open-pit or underground mines. There is no plant or equipment located on the St. Paul property. Currently, there is no power supply to the St. Paul property. We have no plans at this time to do any work other than as required for annual claims maintenance and when we do there is no guarantee the work will present economic viability for this deposit.

(b)Dobbs:

The Dobbs property is undeveloped and does not contain any open-pit or underground mines. There is no plant or equipment located on the Dobbs property. Currently, there is no power supply to the Dobbs property. We have no plans at this time to do any work other than as required for annual claims maintenance.

5. Geology

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

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

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

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

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

6. Estimates of Indicated and Inferred Resources

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

EAGLE CREEK PROPERTY

1. Location and Access

The Eagle Creek property is accessed by the Steese Highway, 10 miles north of Fairbanks, Alaska to Fox, Alaska, then traveling along the Elliot highway 6 miles north to Murphy Dome Road, then west along Murphy Dome Road about 5 miles to the property. A map illustrating the location and access to the Eagle Creek property is provided below:

2. Ownership Interest

The Eagle Creek property is comprised of 77 Alaska state mineral claims. All claims are contiguous and are located in the Fairbanks North Star Borough. The total area of the claims equals approximately 3080 acres and all claims are valid. 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 $38,000 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.

3. History of Operations

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

During the early 1980s, geochemical surveys located anomalous gold and antimony targets. Drilling conducted on the property during 1991 and 1992 resulted in the outlining definition of gold mineralization hosted in intrusive rocks. Further in-fill drilling is necessary to determine continuity of the gold bearing sequence, and to ascertain grades of gold within the deposit. During 2010 the Company completed a new mineral assessment of the property. The focus of the mineral assessment was locating and characterizing additional sources of lode gold on the property. The mineral assessment is still on-going.

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

We did not complete any exploration activity on the Eagle Creek property during 2008 and 2009 other than assessment work and maintenance; however, an exploration work plan that includes trenching and drilling was developed and has successfully been permitted through the APMA process during December of 2010. Extensive exploration drilling has shown gold mineralization throughout the property. Exploration of the Eagle Creek property is currently in the preliminary stages.

The Eagle Creek property is undeveloped and does not contain any open-pit or underground mines. There is no plant or equipment located on the Eagle Creek property. Currently, there is no power supply to the Eagle Creek property, although GVEA power transmission lines run through the property and could supply power in the event a facility is warranted for ore processing in the future. Surface exploration work, including geochemical and geophysical surveys is recommended to be continued as a means of tracing promising mineral bearing rock units. Drilling is recommended to test the subsurface continuity and gold content of the rock units. During the fourth fiscal quarter of 2010 the Company initiated a new mineral assessment of the property which is still ongoing. The mineral assessment was commissioned by Silverado in response to the increase in gold prices and involves compiling over 40 years of exploration data to determine if the Eagle Creek property has potential targets for gold mineralization

5. Geology

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

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

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

GLOSSARY OF TERMS

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

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

Arsenopyrite	Mineral composed of iron, arsenic and sulphur.

Auriferous	Containing gold.

Bedrock	Rock units which underlie unconsolidated surface overburden or soils.

Brecciated	Rock composed of angular fragments held together in a matrix.

Calcareous Schist	A laminated metamorphic rock containing calcium carbonate.

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

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

Development Stage	Includes all mining companies engaged in the preparation of a mineral deposit with reserves for production and which are not in the production
	stage.

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

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

Dioritic Dikes	See dikes. See diorite.

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

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

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

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

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

Federal Placer Claims	Exploration Law of 1872. See below for definitions of “Lode” and “Placer”.

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

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

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

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

Granite	An intrusive rock which includes feldspar, mica and quartz.

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

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

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

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

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

Metamorphic Complex	A grouping of metamorphic rocks which have complicated structural relationships.

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

Metasedimentary	Partially metamorphosed sedimentary rocks.

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

Micaceous Quartzite	A metamorphic rock, mostly quartz with minor mica.

Micaceous	Containing mica, usually referring to metamorphic rocks.

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

Mineral Deposit	A mineral deposit is a mineralized body, which has been intersected by a sufficient number of drill holes or by underground workings to give an estimate of grade(s) of metal(s) to warrant further exploration or development. A mineral deposit does not qualify as a commercially viable mineral deposit with reserves under standards set by the Securities and Exchange Commission until a final, comprehensive, economic, technical and legal feasibility study has been completed.

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

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

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

Mineral resource	National Instrument 43-10 1 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators defines a “Mineral Resource” as a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.

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

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

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

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

	Industry Guide 7 – “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” of the Securities and Exchange Commission does not define or recognize resources. As used in this Annual Report on Form 10-KSB, “resources” are as defined in National Instrument 43-10 1.

Muscovite	A light coloured mica.

Ore	A natural aggregate of one or more minerals which, at a specified time and place, may be mined and processed and the product(s) at a profit or from which some part may be profitably separated.

Phyllite	An argillaceous rock intermediate between slate and schist.

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

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

Production Stage	Includes all mining companies engaged in the exploitation of a mineral deposit with proven reserves.

Pyrite	A mineral containing iron and sulphur.

Quartzite	A metamorphic rock composed mostly of quartz (silicon dioxide)

Quartz-Mica Schist	A laminated metamorphic rock with roughly equal quartz and mica. In geophysical surveying, an area with higher electromagnetic conductivity

Resistivity Low	than the surrounding area.

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

Slate	A metamorphosed mudstone.

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

Stibnite	A mineral composed of antimony and sulphur.

Stocks	Small intrusive bodies of rock.

Thrust Fault Contact	One rock type pushed over top of another at a relatively low angle.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not a party to, and its property is not the subject of, any material pending legal proceeding, in either case other than ordinary routine litigation incidental to the business. The Company also is not aware of any proceeding that a governmental authority is contemplating.

ITEM 4. [REMOVED AND RESERVED.]

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common shares are quoted on the Over-the-Counter (“OTC”) Bulletin Board under the symbol “SLGLF,” on the Berlin Stock Exchange under the symbol “SLGL,” and on the Frankfurt Stock Exchange under the symbol “SLGL.” The following table indicates the range of high and low bid information of our common shares for each quarter within the last two fiscal years:

OTCBB:
	QUARTER ENDED	HIGH BID	LOW BID
	November 30, 2008	$0.01	$0.01
	February 28, 2009	$0.01	$0.01
	May 31, 2009	$0.01	$0.01
	August 31, 2009	$0.02	$0.02
	November 30, 2009	$0.01	$0.01
	February 28, 2010	$0.0065	$0.00569
	May 31, 2010	$0.00413	$0.00363
	August 31, 2010	$0.0033	$0.0028
	November 30, 2010	$0.0034	$0.0031

BERLIN:
	QUARTER ENDED	HIGH BID	LOW BID
	November 30, 2008	$0.01	$0.01
	February 28, 2009	$0.01	$0.01
	May 31, 2009	$0.01	$0.01
	August 31, 2009	$0.01	$0.01
	November 30, 2009	$0.01	$0.01
	February 28, 2010	$0.0065	$0.00569
	May 31, 2010	$0.00413	$0.00363
	August 31, 2010	$0.0033	$0.0028
	November 30, 2010	$0.0034	$0.0031

FRANKFURT
	QUARTER ENDED	HIGH BID	LOW BID
	November 30, 2008	$0.01	$0.01
	February 28, 2009	$0.01	$0.01
	May 31, 2009	$0.01	$0.01
	August 31, 2009	$0.01	$0.01
	November 30, 2009	$0.01	$0.01
	February 28, 2010	$0.0065	$0.00569
	May 31, 2010	$0.00413	$0.00363
	August 31, 2010	$0.0033	$0.0028
	November 30, 2010	$0.0034	$0.0031

The source of the high and low bid information is: http://ca.finance.yahoo.com. The market quotations provided reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

Holders

As at March 14, 2011, we had 2,914,377,244 common shares issued and outstanding that were held by approximately 980 registered holders. We believe that there are in excess of 4,000 beneficial owners of our common stock.

Our transfer agent is Computershare Trust Company of Canada whose address is 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A8

Dividends

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

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

Securities Authorized For Issuance Under Equity Compensation Plans

Set forth in the table below is information regarding outstanding equity awards made under equity compensation plans through November 30, 2010, the end of our most recently completed fiscal year.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights		Weighted average exercise price of outstanding options, warrants, and rights	Number of securities available for future plan issuance

Equity compensation plans approved by security holders	N/A		N/A	N/A
Equity compensation plans not approved by security holders

2010-I Equity Compensation Plan	N/A		N/A	2,848,946
2009-III Equity Compensation Plan	N/A		N/A	N/A
2009-II Equity Compensation Plan	N/A		N/A	N/A
2009 Equity Compensation Plan	N/A		N/A	N/A
2007-I Equity Compensation Plan	N/A		N/A	N/A
2007 Stock Option Plan	12,700,000	$	0.07	N/A
Equity Compensation Plans Prior to 2007	31,600,000	$	0.05	N/A

On January 29, 2009, our Board of Directors 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. The 2009 Plan is administered by the Committee. On January 29, 2009, the Company filed a registration statement on Form S-8 to register all 130,000,000 of such shares. During the fiscal year ended November 30, 2009, all 130,000,000 of such shares were issued to various consultants for consulting and other services.

On June 1, 2009, our Board of Directors 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. The 2009-II Plan is administered by a Committee and the committee made up of at least three members of the Board of Directors. Such Committee consists of at least two non-employee Directors (the “Committee”). On June 1, 2009, the Company filed a registration statement on Form S-8 to register all 80,000,000 of such shares. During the fiscal year ended November 30, 2009, all 80,000,000 of such shares were issued to various consultants for consulting and other services.

On December 11, 2009, the Company adopted the 2009-III Equity Compensation Plan (the “2009-III 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 and 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 2009-III Plan may not exceed 120,000,000 in aggregate. On December 16, 2009, the Company filed a registration statement on Form S-8 to register all 120,000,000 of such shares. During the fiscal year ended November 30, 2010, all 120,000,000 of such shares were issued to various consultants for consulting and other services.

On June 3, 2010, the Company adopted the 2010-I Equity Compensation Plan (the “2010-I 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 and 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 2010-I Plan may not exceed 180,000,000 in aggregate. On June 9, 2010, the Company filed a registration statement on Form S-8 to register all 180,000,000 of such shares.

During the fiscal year ended November 30, 2010, there were no stock options granted under any equity compensation plans. Pursuant to several consulting and other agreements, the Company issued an aggregate of 290,802,188 shares of the Company’s common stock under 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 or based on the terms of the agreements.

During the fiscal year ended November 30, 2009, there were no stock options granted under any equity compensation plans. Pursuant to several consulting and other agreements, the Company issued an aggregate of 213,319,102 shares of the Company’s common stock under 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 or based on the terms of the agreements.

Recent Sales of Unregistered Securities

We have not sold any unregistered equity securities during the period covered by this report, other than those previously reported in Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the Securities and Exchange Commission.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. 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 fiscal year ended November 30, 2010. It should be read in conjunction with the Company’s audited consolidated financial statements and footnotes for the fiscal year ended November 30, 2010.

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 dollar references are to the 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 MD&A contains forward-looking statements with respect to the Company’s activities and future financial results, which are made based upon management’s current expectations and beliefs. These forward-looking statements involve risks and uncertainties, including statements regarding Silverado’s capital needs, business plans and expectations. 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. There can be no assurance that future developments affecting the Company will be those anticipated by management. Actual events or results may 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. 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 the development of 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 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 and Antimony Project located 175 miles north of Fairbanks, Alaska. We are also continuing with exploration activities on our Hammond Gold Property located approximately three miles northeast of our Nolan Property, and exploration activities on our Eagle Creek Gold and Antimony Property and Ester Dome Gold Project, which are both located in the Fairbanks Mining District.

The Company has also been working 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.

LIQUIDITY AND CAPTIAL RESOURCES

Our current ratio (current assets divided by current liabilities) as of November 30, 2010 was 0.16 as compared to 0.38 as of November 30, 2009. This ratio is commonly used as a measure of a company’s liquidity. We look at actual dollars in analyzing our liquidity. Since 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 loans, it will be very difficult for the Company to meet the current and anticipated obligations without raising additional capital. If we are not able to raise adequate capital and to do so in a timely manner, we will not be able to fully implement our business plan or sustain ongoing operations.

As of November 30, 2010, the Company had a working capital deficit of $2,022,000 as compared to a working capital deficit of $1,203,000 as of November 30, 2009. The Company had cash and cash equivalents of $66,267 on hand as of November 30, 2010 as compared to cash and cash equivalents of $nil as of November 30, 2009. The Company’s total assets for such periods were $2,484,000 (November 30, 2009: $3,152,000) and the total current assets were $389,000 (November 30, 2009: $745,000).

As of November 30, 2010, the Company’s current assets consist of $6,316 (November 30, 2009: $6,316) in gold inventory and $316,393 (November 30, 2009: $738,473) in prepaid and other receivables. Included in prepaid and other receivables were non-cash prepaid consulting and other fees of $271,193 (November 30, 2009: $716,865) paid through issuances of the Company’s common stock under the Company’s equity compensation plans.

The majority of the Company’s assets are long-term or non-cash in nature and thus considered being of lower liquidity.

The Company’s mineral rights were valued at $1,600,000 as of November 30, 2010 as compared to $1,399,000 as of November 30, 2009, an increase of approximately $201,000 or 14%. The increase in the value of our mineral rights this past year is directly attributable to $116,000 in paid claim fees, $5,000 in paid royalty payments and $80,000 in accrued royalty payments. The net book value of our fixed assets was $494,000 as of November 30, 2010 as compared to $1,002,000 as of November 30, 2009, a decrease of approximately $508,000 or 51%. The decrease in the net book value of our fixed assets was mainly due to $168,000 of depreciation, $340,000 of impairment of leasehold improvements.

The current liabilities as of November 30, 2010 totaled $2,411,000 as compared to $1,948,000 as of November 30, 2009, an increase of approximately $463,000 or 24%. Included in current liabilities are $872,000 (2009: $1,064,000) due to related parties, which has been classified as financing activities in the Company’s cash flow statements, and $916,000 (2009: $883,000) of accounts payable and accrued liabilities.

The Company has not yet generated revenues since recommencement of the exploration stage on December 1, 2001 and our cash was primarily generated from the sale of our securities. During the fiscal year ended November 30, 2010, the Company raised $594,000 of net proceeds through completed private placements of which $100,000 was received from uncompleted private placement subscriptions in the fiscal year ended November 30, 2009. During the fiscal year ended November 30, 2009, the Company raised $2,047,000 of net proceeds through completed private placements and received $100,000 through uncompleted private placement subscriptions. In addition, the Company received $237,000 as a result of mining equipment disposals and $52,000 as a result of gold inventory sales in the fiscal year ended November 30, 2009.

During the fiscal year ended November 30, 2010, the Company spent $121,000 (2009: $121,000) on mineral rights and $439,000 (2009: $869,000) on the mineral exploration and drilling program. In addition, the Company has spent $664,000 (2009: $1,495,000) on other operating activities. The Company has been reviewing its budgets for its current business needs and its further exploration and early stage production at its Nolan Creek property in Alaska. Our plan of mining operations in Alaska anticipates that we will need to raise and expend approximately $10,560,000 during fiscal year 2011. We will also need to raise and spend approximately $3,000,000 on general and administrative costs during fiscal year 2011.

In February 2010, we received $50,000 from an investor and issued a promissory note dated as of March 1, 2010. The unpaid principal balance of the note bears interest at a rate equal to twelve percent (12%) per annum if repaid by us within ninety (90) days from the date of the note, or eighteen percent (18%) per annum if repaid at any time thereafter. The note matured on September 1, 2010. As of November 30, 2010, we had not repaid the note and had accrued interest of $6,775 which is recorded in accrued liabilities.

The Company is currently seeking capital to place the Nolan mine into the development and production phase.

The Company expects to continue to be funded primarily from equity financings and 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 ability of the Company to complete the exploration and development of its mineral properties is dependent on the Company’s ability to obtain the necessary financing. There is no assurance that we will be able to raise the financing necessary to enable us to implement our business plan.

SEGMENT INFORMATION

The Company operates in one reportable segment, located in United States, being the acquisition and exploration of mineral properties. The Company’s development of low-rank coal-water fuel, located in United States, is in its initial stages and is not a reportable segment. Segmented information has been compiled based on the geographic regions that the Company and its subsidiaries registered and performed exploration and administration activities. A summary of financial information by geographical areas is as follows:

		Canada		United States		Total
As of November 30, 2010
Current assets	$	-	$	-	$	-
Mineral rights		-		1,600,442		1,600,442
Property, plant and equipment		7,676		486,740		494,416
Total assets, as of November 30, 2010	$	7,676	$	2,087,183	$	2,094858

As of November 30, 2009
Current assets	$	-	$	-	$	-
Debt issuance costs		-		-		-
Mineral rights		-		1,398,601		1,398,601
Property, plant and equipment		423,121		578,888		1,002,009
Total assets, as of November 30, 2009	$	423,121	$	1,977,489	$	2,400,610

For the Year Ended November 30, 2010
Total comprehensive loss	$	3,427,418	$	685,249	$	4,112,667

For the Year Ended November 30, 2009
Total comprehensive loss	$	5,210,916	$	1,462,929	$	6,673,845

SUMMARY OF MINERAL EXPLORATION PROGRAM AND PLAN OF OPERATION

The Nolan Lode Antimony and Gold Project has been the focus of the Company’s exploration strategy since 2007 and will be the focus again in 2011. Although a lack of sufficient capital did not allow for the permitted 1,000 cubic yard bulk sample under Workman’s Bench in 2010, the Company plans to continue exploration drilling for the purpose of defining additional mineral resources associated with the Solomon Shear Zone.

Following the 2009 drill program at Nolan Creek, the Company determined that a larger core drilling rig will be needed in order to move forward with drilling in 2011. The current Company owned drill rig is limited to less than 500 feet of drilling. Any additional drilling beyond the current resource blocks will require larger and more powerful drills that can drill over 1,000 feet.

During 2010 there was no additional drilling within the current probable reserve block at Workman’s Bench and therefore there have been no changes to the probable mineral reserve which amounts to 42,412 tons grading 28% antimony, and 0.408 ounces/ton gold. Through the end of 2008, the Workman’s and Pringle Bench gold and antimony deposits contained a total inferred resource amounting to 24,077 tons grading 12.45% antimony and 0.245 ounces/ton gold (for both estimates, see “January 1, 2009 NI-43-101 Technical Report for Nolan Creek which was amended June 1, 2009).

For more detailed information and comparison, readers should refer to the sections under Item 1 above which include Exploration Work Summaries for 2008 and 2009 for the Nolan Lode Gold and Antimony Project (sections 1.5.2 and 1.5.3 respectively). The mineral estimates of inferred and indicated resources, listed in Item 2 above, have increased significantly as compared to 2008 figures. While the probable mineral reserve under Workman’s Bench has not changed since the last fiscal year, the increase in the price of gold and antimony has currently increased the value of the mineral reserve significantly. Our plan of operation for the next twelve months is as follows:

(a) The Nolan Gold Project Plan of Operations

Based on a preliminary feasibility analysis of January 1, 2009, as amended June 1, 2009, we have economically viable reserves on our properties that comprise the Nolan Gold Project, subject to a final feasibility study. We plan to carry out activities on the Nolan Gold Project. The objective of the activities on the Nolan Gold Project is to complete permitting, drill, and continue underground development and bulk sampling and processing.

The primary plan of operations for the Company is the advancement of the Nolan Project toward the development stage and depending on obtaining sufficient financing, management will pursue a responsible timeline that will meet the needs of the Project and the budget. The procurement of supplies and equipment for the construction of a pilot mill at Nolan for the processing of a 1,000 cubic yard sample is important to the advancement of the operation. Depending on available capital, the procurement of supplies for the pilot mill could stall the bulk sample program in which case the Company will continue with the drilling program and other exploration activities on the Nolan Creek Property and focus on the increase in mineral resources.

The plan of operation for the Nolan Gold Project for the 2011 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 recent preliminary feasibility study effective January 1, 2009, amended June 1, 2009, 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 2008 feasibility study by Bundtzen concluded that the Nolan Gold and Antimony Project in the Workman’s Bench area is economically viable.

Our plan of operations for the next three years involves collecting a 1,000 cu yd bulk sample of the stibnite-gold vein material from the mineralized zones referred to as the ‘A’ Zone and possibly ‘B’ and West Zones. The bulk sample will be for larger scale milling and processing tests, and a more accurate mineralogical determination of the gold, especially what the Company has termed ‘nugget effect’ of the gold found in the massive stibnite veins. The Company believes that the grade of gold will increase upon the extraction of the larger scale bulk sample due to the ‘nugget effect’ which is not represented during the drilling effort. The successful extraction of a 1,000 cu yd sample will give a better indication of the special and physical relationships between the gold and the antimony. The bulk sample is also necessary for additional verification of the purity of the antimony content in the stibnite and whether or not at depth there is a potential for zonation of increased deleterious metals that could contaminate the antimony ore.

The plan of operations for 2011 involves the continuation of a variety of characterization studies in preparation for the development stage and for permitting requirements necessary for the future production of the antimony-gold deposit underlying the Workman’s Bench. These studies include but are not limited to additional hydrologic studies proximal to our planned underground workings, as well as environmental baseline studies of the flora and fauna and the baseline chemical and physical parameters of the creek water, and acid-base accounting (ABA) studies of the ore-hosting rock determining an appropriate, effective and safe disposal of acid mine waste rock.

Much of the work planned for 2011 is seasonal dependent. During the summer months we plan to use our diamond core drill for infill drilling for additional reserve estimates and structural interpretation. We plan to drill a minimum of 20 shallow (200 to 500 ft) NQ diamond core drill holes, as well 30 deeper holes (> 500 ft) into the Solomon Shear Zone. Also, many of the formerly mentioned characterization studies will be continued through the summer months. Depending on available capital, the Company plans the procurement of necessary facility and system upgrades, as well as the acquisition of necessary equipment and the construction of a pilot mill facility. Currently we have a fully functioning all season enclosed 23 man camp with three functioning offices with computers and internet access. The camp has a STW treatment plant for sewage and graywater treatment. The camp site also has a large mechanics shop for working on heavy equipment such as backhoes and bulldozers. The camp also has multiple ADEC approved containments with tanks capable of storing 30,000 gallons of diesel fuel, and a peripheral explosives storage area.

During the late fall of 2011, we plan to open our portal and begin the excavation of a decline to begin the extraction of the bulk sample. We plan to extract the majority of vein material from the ‘A’ Zone since more than 70% of the current reserve is in this zone. We plan to use a cut-and-fill stoping method. Once a stope is driven, the vein structure will be shot off the rib at an estimated width of 2 feet and mucked out for storage and processing at the surface. Waste rock will be temporarily stored on lined pads along the left limit Bench of Nolan Creek Valley, an area used previously by the Company for seasonal storage of bulk samples.

Currently, the Company’s engineers and geologists have designed the subsurface routes for an access decline and egress routes for the extraction of the bulk sample material, as well as located sites for temporary tailings storage and additional layout sites and mill design.

Readers and investors are cautioned that much of the work planned in 2011 is contingent upon available funding and the success and speed of the permitting process.

Our exploration plans are to further define lode gold and antimony resources.. The program includes drilling and trenching, as well as the review of geological and geophysical data. Our proposed drilling program for 2011 will be 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.

If we can raise the necessary capital, we plan to spend up to $10,000,000 in the next twelve months in carrying out our exploration, permitting and development activities for the Nolan Gold Project. Of this amount, $3,600,000 is projected for lode drilling 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.

Ester Dome Property

During 2011, we plan to move forward with the closure of the Grant Mill Tailings Pond. This pond is filled to capacity, and will be capped and decommissioned after a final approval of the tailings pond closure plan is received from State of Alaska regulatory agencies. A meaningful exploration program may be completed during the summer months to explore for and identify small high-grade gold anomalies as well as larger low-grade gold anomalies. Completing the 2011 exploration work plan will be contingent on available funding.

(b) Hammond Property

The encouraging drill results to date, the potential of extending the Slisco Channel to the southeast plus the possibility of discovering gold bearing tributary channels, make this 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.

(d) Eagle Creek Property

During 2011, we plan to move forward with an exploration program which will include both trenching and diamond core drilling. The majority of the permits required for the proposed exploration program have been approved. If funding permits, the Company will design a drilling program to further investigate the gold mineralization associated with the mineralized structures known as vein-faults.

A commercially viable economic mineral deposit has not been defined on the property, and there is no assurance that a commercially viable economic mineral deposit exists on the property. Any proposed exploration program that includes drilling is dependent on available capital and there is no assurance that the Company will be able to initiate such a program.

Low-Rank Coal-Water Fuel Project

Silverado 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 in 2011. Results of the tests as well as capital availability and an increase in oil prices would all have to be present and sufficient for Silverado Green Fuel Inc. to reconsider construction of its LRCWF project.

RESULTS OF OPERATIONS – Fiscal Years Ended November 30. 2010 and 2009

The Company has not generated revenues since recommencement of the exploration stage from December 1, 2001 to November 30, 2010. For the fiscal year ended November 30, 2010, we reported a net loss of $4,113,000, or $0.002 per share, compared to a net loss of $6,674,000, or $0.005 per share for the fiscal year ended November 30, 2009, a decrease of approximately 38%.

The major decreases in fiscal year 2010, as compared to the same period in 2009, were the Company’s accounting and audit fees by $56,000, promotion and travel expenses by $50,000, consulting fees by $1,079,000, depreciation expenses by $48,000, exploration expenses by $430,000, management services by $635,000, reporting and investor relations by $146,000, and transfer agent and filing fees by $40,000. These decreases were 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. Included in $1,505,000 of consulting fees for the fiscal year ended November 30, 2010 was $1,500,000 of non-cash consulting fees paid through issuances of the Company’s common stock.

The major increases included in the net loss for fiscal year 2010, as compared to the same period in 2009, were increases of $409,000 for accretion of discount on convertible debt, $75,000 for penalty on convertible debt, $40,000 for office expenses, and $54,000 for its related party charges in excess of cost. Such increases were mainly due to the increased funding during the period from convertible debt and promissory note financings. During the fiscal year ended November 30, 2010, the Company also recognized an impairment of leasehold improvements of $341,000 as the Company moved its office subsequent to year end.

RELATED PARTY TRANSACTIONS

The details of related party transactions are disclosed in footnote 10 of the Company’s audited consolidated financial statements for the fiscal year ended November 30, 2010 (Item 8, below).

CRITICAL ACCOUNTING POLICIES

The details of our critical accounting policies are disclosed in footnote 2 of the Company’s audited consolidated financial statements for the fiscal year ended November 30, 2010 (Item 8, below).

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our audited financial statements for the year ended November 30, 2010, as set forth below, are included with this Annual Report on Form 10-K. Our audited financial statements are prepared on the basis of accounting principles generally accepted in the United States and pursuant to Regulation S-X as promulgated by the SEC and are expressed in U.S. dollars.

Silverado Gold Mines Ltd.
(An Exploration Stage Company)

November 30, 2010

	Index

Report of Independent Registered Public Accounting Firm	F–1

Report of Independent Registered Public Accounting Firm	F–2

Report of Independent Registered Public Accounting Firm	F–3

Consolidated Balance Sheets	F–4

Consolidated Statements of Operations	F–5

Consolidated Statements of Cash Flows	F–6

Consolidated Statements of Stockholders’ Equity (Deficit)	F–7

Notes to the Consolidated Financial Statements	F–10

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying consolidated balance sheet of Silverado Gold Mines Ltd. (An Exploration Stage Company) as of November 30, 2010 and the related consolidated statements of operations, cash flows and stockholders’ equity (deficit) for the year then ended. We have also audited the adjustments described in Note 21 that were applied to restate the 2009 consolidated financial statements. In our opinion, such adjustments are appropriate and have been properly applied. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements as of November 30, 2009, and for the year then ended, were audited before restatement by another firm of independent accountants, which expressed an audit opinion without reservation on those consolidated financial statements in its report dated March 4, 2010. Our opinion on the consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the period from December 1, 2001 (Date of Recommencement of Exploration Stage) to November 30, 2010, insofar as it relates to amounts for prior periods through November 30, 2009, is based on the reports of other auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Silverado Gold Mines Ltd. (An Exploration Stage Company) as of November 30, 2010, and the results of its operations, cash flows and stockholders’ equity (deficit) for the year then ended and accumulated from December 1, 2001 (Date of Recommencement of Exploration Stage) to November 30, 2010 in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficit and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ “Manning Elliott LLP”

CHARTERED ACCOUNTANTS
Vancouver, Canada
March 14, 2011

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the cumulative consolidated statements of operations, stockholders’ equity and cash flows of Silverado Gold Mines, Ltd. (An Exploration Stage Company) for the period from December 1, 2004 to November 30, 2009. These cumulative consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the cumulative consolidated financial statements referred to above present fairly, in all material respects the results of operations and cash flows of Silverado Gold Mines, Ltd. for the period from December 1, 2004 to November 30, 2009, in conformity with United States generally accepted accounting principles.

ss/Mallah Furman

Fort Lauderdale, Florida
March 4, 2010

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the consolidated statements of operations, stockholders’ equity and cash flows of Silverado Gold Mines Ltd. (An Exploration Stage Company) for the period from December 1, 2001 (Date of Recommencement of Exploration Stage) to November 30, 2003. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of its operations, stockholders’ equity and cash flows for the period from December 1, 2001 (Date of Recommencement of Exploration Stage) to November 30, 2003, in conformity with United States generally accepted accounting principles.

The consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered net losses from operations and negative cash flows from operations since its inception that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada	”Morgan & Company”

January 31, 2004	Chartered Accountants

Tel: (604) 687 – 5841
Fax: (604) 687 – 0075
www.morgan-cas.com

P.O. Box 10007 Pacific Centre
Suite 1488 – 700 West Georgia Street
Vancouver, BC V7Y 1A1

F-3

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in US dollars)

	November 30,		November 30,
	2010		2009
	$		$
			(Restated –
			Note 21)
ASSETS
Current Assets
Cash	66,267		–
Gold inventory (Note 3)	6,316		6,316
Prepaid expenses and other receivables (Note 4)	316,393		738,473
Total Current Assets	388,976		744,789
Debt Issuance Costs	–		6,825
Mineral Properties and Rights (Note 5)	1,600,442		1,398,601
Property and Equipment (Note 6)	494,416		1,002,009
Total Assets	2,483,834		3,152,224

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	915,819		882,768
Due to related parties (Note 10)	871,744		1,064,046
Promissory notes (Note 7)	62,327		–
Convertible debt, net of unamortized discount of $414,380 (Note 8)	10,620		880
Mineral Claims Royalty Payable	550,000		–
Total Current Liabilities	2,410,510		1,947,694
Asset Retirement Obligation (Note 9)	565,016		540,407
Mineral Claims Royalty Payable	–		470,000
Total Liabilities	2,975,526		2,958,101
Commitments and Contingencies (Notes 1 and 15)
Subsequent Events (Note 20)
Stockholders’ Equity (Deficit)
Common Stock, unlimited shares authorized, no par value; 2,441,343,879 shares issued and outstanding (2009 - 1,577,667,073)	103,999,508		100,847,531
Additional Paid-in Capital	1,397,805		1,230,646
Shares To Be Issued	207,716		100,000
Deficit Accumulated During the Exploration Stage	(106,096,721	)	(101,984,054	)
Total Shareholders’ Equity (Deficit)	(491,692	)	194,123
Total Liabilities and Stockholders’ Equity (Deficit)	2,483,834		3,152,224

(The accompanying notes are an integral part of these consolidated financial statements)

F-4

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Consolidated Statements of Operations
(Expressed in US dollars)

	Accumulated From
	December 1, 2001
	(Date of
	Recommencement of
	Exploration Stage)		Years Ended
	to November 30,		November 30,
	2010		2010		2009

					(Restated –
					Note 21)

Revenue	–		–		–

Expenses

Accounting and auditing	896,041		60,919		116,924
Advertising, promotion and travel	3,026,344		15,741		65,313
Consulting fees	12,036,909		1,505,221		2,584,698
Depreciation and accretion	2,944,010		168,195		216,083
Exploration expenses	16,022,846		439,099		868,940
Amortization of debt issuance costs	319,303		16,625		675
Foreign exchange (gain) loss	(392,033	)	(127,188	)	91,358
Legal and other professional fees	1,865,330		299,183		296,062
Management services (Note 10)	6,543,246		144,259		779,751
Office expenses	5,332,415		382,477		342,340
Related party charges in excess of cost incurred (Note 10)	4,932,026		20,938		(32,780	)
Reporting and investor relations	1,557,912		214,561		360,229
Research	1,064,735		–		–
Transfer agent and filing fees	441,004		61,173		101,041
Impairment of mineral claim expenditures	1,159,529		–		–
Impairment of property and equipment (Note 6)	329,679		–		12,254
Impairment of leasehold improvements	340,821		340,821		–

Total Operating Expenses	58,420,117		3,542,024		5,802,888

Operating Loss	(58,420,117	)	(3,542,024	)	(5,802,888	)

Gold income earned during the exploration stage

Gold sale proceeds earned during the exploration stage	3,714,310		–		52,450
Cost of gold sold	(3,250,373	)	–		(43,790	)
Gold inventory addition from gold extraction	3,248,056		–		–

Total Gold Income Earned During the Exploration Stage	3,711,993		–		8,660

Other Income (Expense)

Interest and other income	278,067		77		183
Interest expenses on capital lease obligations	(333,221	)	–		–
Accretion of discount on convertible and promissory debentures	(1,116,878	)	(409,491	)	(380	)
Other interest expenses and bank charges	(128,641	)	(56,432	)	(12,101	)
Penalty on convertible debt	(75,000	)	(75,000	)	–
Commitment fees	(960,000	)	–		(960,000	)
Loss on disposal of property and equipment	(279,529	)	–		(168,146	)
Loss on derivatives (Note 8(b))	(29,797	)	(29,797	)	–
Gain on derecognition of convertible debentures and accrued interest	260,827		–		260,827

Total Other Expenses	(2,384,172	)	(570,643	)	(879,617	)

Loss before cumulative effect of accounting change	(57,092,296	)	(4,112,667	)	(6,673,845	)

Cumulative effect of accounting change	(99,481	)	–		–

Net Loss	(57,191,777	)	(4,112,667	)	(6,673,845	)

Net Loss Per Share – Basic and Diluted			(0.00	)	(0.01	)

Weighted Average Shares Outstanding			1,893,315,000		1,274,217,440

(The accompanying notes are an integral part of these consolidated financial statements)

F-5

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US dollars)

	Accumulated From
	December 1, 2001
	(Date of
	Recommencement of
	Exploration Stage)		Years Ended
	to November 30,		November 30,
	2010		2010		2009

					(Restated –
					Note 21)
Operating Activities
Net loss	(57,191,777	)	(4,112,667	)	(6,673,845	)
Adjustments to reconcile net loss to cash used in operating activities:
Cumulative effect of accounting change	99,481		–		–
Amortization of debt issue costs	7,500		6,825		675
Depreciation and accretion	2,944,010		168,195		216,083
Loss on disposal of property and equipment	279,529		–		168,146
Stock-based compensation included in management fees	3,375,644		–		–
Stock issued for debenture	217,687		–		–
Stock issued for consulting and other expenses	6,911,069		1,105,031		2,361,832
Prepaid consulting fees expensed	1,050,366		716,866		333,500
Stock issued for commitment fees	960,000		–		960,000
Financing expense	252,003		–		–
Accretion of discount on convertible debt	907,441		409,491		380
Loss on derivative	29,797		29,797		–
Gain on derecognition of convertible debt and accrued interest	(260,827	)	–		(260,827	)
Impairment of mineral claim expenditures	1,159,529		–		–
Impairment of property and equipment	329,679		–		12,254
Impairment of leasehold improvements	340,821		340,821		–
Changes in operating assets and liabilities:
Gold inventory	2,317		–		43,790
Prepaid expenses and deposits	(46,576	)	(27,843	)	28,250
Accounts payable and accrued liabilities	621,357		235,495		442,135
Advances to related party	580,432		(192,302	)	(12,835	)
Asset retirement obligation	35,705		24,609		3,149
Net Cash Used in Operating Activities	(37,394,813	)	(1,295,682	)	(2,377,313	)
Investing Activities
Investment in mineral properties and rights	(1,366,942	)	(121,841	)	(121,010	)
Purchase of property and equipment	(3,081,119	)	(1,423	)	(3,178	)
Proceeds from sale of property and equipment, net	825,299		–		236,510
Net Cash (Used In) Provided By Investing Activities	(3,622,762	)	(123,264	)	112,322
Financing Activities
Repayment of loans payable	(110,728	)	–		–
Repayment of capital lease obligation	(1,131,607	)	–		–
Proceeds from issuance of convertible debt, net	570,000		502,500		67,500
Proceeds from issuance of promissory notes	62,327		62,327		–
Share subscriptions received	99,292		99,292		100,000
Proceeds from issuance of common stock,net	41,350,152		593,781		2,046,500
Proceeds from exercise of warrants	227,313		227,313		–
Net Cash Provided By Financing Activities	41,066,749		1,485,213		2,214,000
Increase (Decrease) In Cash	49,174		66,267		(50,991	)
Cash - Beginning of Period	17,093		–		50,991
Cash - End of Period	66,267		66,267		–

Supplemental Disclosures
Interest paid			8,075		12,292
Income taxes paid			–		–

Supplemental Cash Flow Information (Note 18)

(The accompanying notes are an integral part of these consolidated financial statements)

F-6

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity (Deficit)
For the Period from December 1, 2001 (Date of Recommencement of Exploration Stage) to November 30, 2010
(Expressed in US dollars)

								Deficit
			Common					Accumulated
			Stock		Additional			During the
	Common Stock		to be		Paid-in	Deferred		Development
	Shares	Amount	Issued		Capital	Compensation		Stage		Total
	#	$	$		$	$		$		$
Balance, December 1, 2001 (Date of
recommencement of exploration stage)	42,423,988	47,056,285	–		–	–		(48,904,944	)	(1,848,659	)
Shares issued for cash	20,775,000	2,922,000	–		–	–		–		2,922,000
Shares issued upon the exercise of warrants	16,250,000	1,970,000	–		–	–		–		1,970,000
Shares issued upon the exercise of options	6,900,000	925,000	–		–	–		–		925,000
Shares issued to settle debt	6,944,308	1,465,927	–		–	–		–		1,465,927
Shares issued for consulting fees	4,793,335	1,232,551	–		–	–		–		1,232,551
Subscriptions received	–	–	268,613		–	–		–		268,613
Stock option granted	–	–	–		292,320	(164,213	)	–		128,107
Net loss for the year	–	–	–		–	–		(6,965,911	)	(6,965,911	)
Balance, November 30, 2002	98,086,631	55,571,763	268,613		292,320	(164,213	)	(55,870,855	)	97,628
Shares issued for cash	24,651,340	5,327,245	–		–	–		–		5,327,245
Shares issued upon the exercise of
warrants	15,278,171	1,344,575	–		–	–		–		1,344,575
Shares issued upon the exercise of options	200,000	70,000	–		–	–		–		70,000
Shares issued to settle debt	5,299,542	1,198,467	–		–	–		–		1,198,467
Shares issued for consulting fees	2,511,668	554,085	(268,613	)	–	–		–		285,472
Subscriptions received	–	–	115,000		–	–		–		115,000
Amortization of stock-based compensation	–	–	–		–	129,397		–		129,397
Stock options granted	–	–	–		171,994	(42,896	)	–		129,098
Net loss for the year	–	–	–		–	–		(8,519,169	)	(8,519,169	)
Balance, November 30, 2003	146,027,352	64,066,135	115,000		464,314	(77,712	)	(64,390,024	)	177,713
Shares issued for cash	55,114,441	2,564,899	(115,000	)	–	–		–		2,449,899
Shares issued upon the exercise of warrants	14,876,597	845,745	–		–	–		–		845,745
Shares issued to settle debt	2,014,530	200,023	–		–	–		–		200,023
Shares issued for consulting fees	6,416,667	577,140	–		–	–		–		577,140
Subscriptions received	–	–	70,000		–	–		–		70,000
Amortization of stock-based compensation	–	–	–		–	77,712		–		77,712
Stock-based compensation	–	–	–		2,000	–		–		2,000
Net loss for the year	–	–	–		–	–		(4,836,363	)	(4,836,363	)
Balance, November 30, 2004	224,449,587	68,253,942	70,000		466,314	–		(69,226,387	)	(436,131	)
Shares issued for cash	120,219,687	2,735,893	(70,000	)	–	–		–		2,665,893
Shares issued for consulting fees	6,285,000	284,900	–		–	–		–		284,900
Stock-based compensation	4,100,001	252,003	–		–	–		–		252,003
Subscriptions received	–	–	54,500		–	–		–		54,500
Net loss for the year	–	–	–		–	–		(3,394,107	)	(3,394,107	)
Balance, November 30, 2005	355,054,275	71,526,738	54,500		466,314	–		(72,620,494	)	(572,942	)

(The accompanying notes are an integral part of these consolidated financial statements)

F-7

								Deficit
				Common				Accumulated
				Stock		Additional		During the
	Common Stock			to be		Paid-in	Deferred	Exploration
	Shares	Amount		Issued		Capital	Compensation	Stage		Total
	#	$		$		$	$	$		$
Balance, November 30, 2005	355,054,275	71,526,738		54,500		466,314	–	(72,620,494	)	(572,942	)
Cumulative effect of accounting change, net of income taxes	–	–		–		–	–	272,867		272,867
Shares issued for cash	238,285,057	8,690,554		(23,000	)	–	–	–		8,667,554
Shares issued upon the exercise of warrants	31,370,720	1,554,056		(31,500	)	–	–	–		1,522,556
Shares issued for consulting fees	6,075,000	767,250		–		–	–	–		767,250
Subscriptions received	–	–		273,600		–	–	–		273,600
Net loss for the year	–	–		–		–	–	(7,171,319	)	(7,171,319	)
Balance, November 30, 2006	630,785,052	82,538,598		273,600		466,314	–	(79,518,946	)	3,759,566
Shares issued for cash	63,866,669	1,656,042		–		–	–	–		1,656,042
Shares issued upon the exercise of warrants	65,754,387	3,429,586		–		–	–	–		3,429,586
Shares issued upon the exercise of options	12,680,000	642,000		–		–	–	–		642,000
Shares issued for consulting fees	12,521,609	1,108,415		(273,600	)	–	–	–		834,815
Subscriptions received	–	–		275,136		–	–	–		275,136
Stock-based compensation	–	–		–		734,094	–	–		734,094
Net loss for the year	–	–		–		–	–	(7,308,157	)	(7,308,157	)
Balance, November 30, 2007	785,607,717	89,374,641		275,136		1,200,408	–	(86,827,103	)	4,023,082
Shares issued for cash	115,698,459	3,672,700		–		–	–	–		3,672,700
Shares issued upon the exercise of warrants	43,330,925	1,040,332		(275,136	)	–	–	–		765,196
Shares issued for consulting fees	32,800,000	1,040,000		–		–	–	–		1,040,000
Share issuance costs	–	(409,601	)	–		–	–	–		(409,601	)
Net loss for the year	–	–		–		–	–	(8,483,106	)	(8,483,106	)
Balance, November 30, 2008	977,437,101	94,718,072		–		1,200,408	–	(95,310,209	)	608,271
Shares issued for cash	281,910,870	2,106,000		–		–	–	–		2,106,000
Shares issued for consulting fees	193,609,800	2,839,456		–		–	–	–		2,839,456
Shares issued for services	11,709,302	91,241		–		–	–	–		91,241
Shares issued for commitment, legal and financing fees	113,000,000	1,152,262		–		–	–	–		1,152,262
Share issuance costs	–	(59,500	)	–		–	–	–		(59,500	)
Subscriptions received	–	–		100,000		–	–	–		100,000
Conversion feature on convertible debenture	–	–		–		30,238	–	–		30,238
Net loss for the year	–	–		–		–	–	(6,673,845	)	(6,673,845	)
Balance, November 30, 2009 (Restated)	1,577,667,073	100,847,531		100,000		1,230,646	–	(101,984,054	)	194,123

(The accompanying notes are an integral part of these consolidated financial statements)

F-8

Deficit

Common

Accumulated

Stock

Additional

During the

Common Stock

to be

Paid-in

Deferred

Exploration

Amount

Issued

Capital

Compensation

Stage

Total

Balance, November 30, 2009 (Restated)

1,577,667,073

100,847,531

100,000

1,230,646

–

(101,984,054

)

194,123

Shares issued for cash

223,807,324

693,975

(100,000

)

–

593,975

Shares issued upon the exercise of
warrants

82,917,550

227,313

–

227,313

Shares issued for consulting fees

200,892,137

885,156

–

885,156

Shares issued for services

17,958,015

80,410

–

80,410

Shares issued for commitment, legal and
financing fees

134,047,295

507,808

–

507,808

Shares issued upon conversion of
debentures

204,054,485

407,443

–

407,443

Share issuance costs

–

(193

)

–

(193

)

Subscriptions received

–

99,292

–

99,292

Share issuable pursuant to convertible
debt agreements

–

108,424

–

108,424

Beneficial conversion feature on
convertible debt

–

417,620

–

417,620

Reclassification of beneficial conversion
feature on conversion of convertible
debt

–

250,461

–

(250,461

)

–

Fair value of embedded conversion
option reclassified on conversion
of convertible debt

–

99,604

–

99,604

Net loss for the year

–

(4,112,667

)

(4,112,667

)

Balance, November 30, 2010

2,441,343,879

103,999,508

207,716

1,397,805

–

(106,096,721

)

(491,692

)

(The accompanying notes are an integral part of these consolidated financial statements)

F-9

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

1.	Nature of Operations

	Silverado Gold Mines Ltd. (“Silverado” or the “Company”) was incorporated under the laws of British Columbia, Canada in June 1963. The Company is engaged in the exploration of mineral properties in the State of Alaska, through its wholly-owned subsidiary, Silverado Gold Mines Inc. (incorporated under the laws of the State of Alaska, U.S.A. on May 29, 1981) and in the research and development of low-rank coal-water fuel as a replacement fuel for oil fired boilers and utility generators through its other wholly-owned subsidiary, Silverado Green Fuel, Inc. (incorporated under the laws of the State of Alaska, U.S.A. on August 14, 2006).

	The Company is considered to be an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. Accumulated results of operations and cash flows are presented from December 1, 2001, the date the Company re-entered the exploration stage.

	The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which implies that the Company would continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. As at November 30, 2010, the Company has a working capital deficiency of $2,021,534 and has accumulated losses of $106,096,721 since inception and its operations continue to be funded primarily from sales of its stock and the sale of gold extracted during exploration activities. 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 financing from sales of its stock and debt financings. The 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.

	The Company's plan for the 2011 exploration season for its Alaska operations is to drill further reserves and core analysis through a contracted diamond drill operation at the Nolan project and to use the Company's own smaller diamond drill core rig for preliminary exploration drilling on its Eagle Creek property 8 miles North of Fairbanks, Alaska. The Company intends to fund these activities through debt and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending November 30, 2011. There is no assurance that the Company will obtain the necessary financing to complete its objectives.

2.	Summary of Significant Accounting Policies

	a)	Basis of Presentation and Principles of Consolidation

		These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. These consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiaries, Silverado Gold Mines Inc. and Silverado Green Fuel Inc. All inter-company transactions and balances have been eliminated. The Company’s fiscal year-end is November 30.

	b)	Use of Estimates

		The preparation of these consolidated statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, stock-based compensation, deferred income tax asset valuations, asset retirement obligations, financial instrument valuation, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

	c)	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.

F-10

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)

	d)	Property and Equipment

		Property and equipment are recorded at cost and are depreciated on a straight-line basis as follows:

Mining equipment	10 years
Auto and trucks	5 years
Computer equipment	3 years
Computer software	1 year
Leasehold improvements	5 – 7 years
Furniture and fittings	10 years

	e)	Financial Instruments

		FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value, as required by ASC 820, must maximize the use of observable inputs and minimize the use of unobservable inputs.

		The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The carrying values of cash, other receivables, accounts payable, mineral claims royalty payable, promissory notes, and due to related parties approximate fair values because of the short-term maturity of these instruments. The carrying amount reported in the balance sheet for convertible debt approximates fair value based on current market rates for similar financial instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

	f)	Gold Inventory

		The Company values its gold inventories at the lower of cost or market. Since 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.

	g)	Revenue Recognition

		Proceeds from the sale of gold recoveries from test mining are recorded as other income earned during the exploration stage. The Company recognizes revenue when production is sold at a fixed or determinable price, persuasive evidence of an arrangement exists, delivery has occurred and title has transferred, and collectability is reasonably assured.

	h)	Mineral Property Costs

		The Company has been in the exploration stage since its inception and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mineral properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, will be capitalized. Such costs will be amortized using the units-of-production method over the estimated recoverable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

F-11

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)

	i)	Asset Retirement Obligation

		The Company records asset retirement obligations in accordance with ASC 410-20, Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset. ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement.

	j)	Foreign Currency Translation

		The functional and reporting currency of the Company is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

	k)	Comprehensive Loss

		ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at November 30, 2010 and 2009, the Company has no items that represent other comprehensive loss and, therefore, has not included a schedule of other comprehensive loss in the financial statements.

	l)	Long-lived Assets

		In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

		Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

	m)	Stock-based Compensation

		The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505-50, Equity-Based Payments to Non-Employees using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

F-12

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

2.	Summary of Significant Accounting Policies (continued)

	n)	Basic and Diluted Net Loss Per Share

		The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Shares underlying these securities totaled approximately 395,150,214 as of November 30, 2010.

	o)	Debt Issuance Costs

		The Company recognizes debt issue costs on the balance sheet when incurred, and amortizes the balance over the term of the related debt.

	p)	Income Taxes

		The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

	q)	Reclassifications

		Certain reclassifications have been made to the prior period’s consolidated financial statements to conform to the current period’s presentation.

	r)	Recently Issued and Adopted Accounting Pronouncements

		The Company has implemented all other new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.	Gold Inventory

	The Company’s test production in past years has yielded gold dust and gold nuggets. Gold dust has yielded sales prices equivalent to the spot gold price. Gold nuggets, however, are considered to be gem or jewelry items, which in the industry sell at a higher price than the spot price. They are valued according to weight, purity, character, and relative flatness (wearing quality). Historically, the Company’s gold nuggets have sold at prices above the spot gold price. The following is a summary of gold inventory changes during the fiscal years ended November 30, 2010 and 2009:

				Weighted
	Troy Ounces			Average Price		Value

Balance as of November 30, 2008	76		$	657.50	$	50,106
Cost of gold sold	(66	)		657.50		(43,790	)
Balance as of November 30, 2009	10			657.50		6,316
Cost of gold sold	–			–		–
Balance as of November 30, 2010	10		$	657.50	$	6,316

F-13

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

4.	Prepaid Expenses and Other Receivables

	Prepaid expenses and other receivables consist of:

		November 30, 2010		November 30, 2009

Prepaid consulting and other fees resulting from share issuance	$	223,193	$	608,640
Shares issued for attorney retainer		48,000		108,225
Total prepaid expenses resulting from share issuance		271,193		716,865
Insurance deposits, GST refund and others		45,200		21,608
Total	$	316,393	$	738,473

	During the year ended November 30, 2010, the Company issued an aggregate of 299,897,447 shares of the Company’s common stock for consulting and other service fees, valued at the fair market price on the measurement date, for total consideration of $1,371,974, of which $271,193 was recorded as prepaid expenses at November 30, 2010.

	Of the shares of the Company’s common stock issued for consulting and other services, 20,000,000 shares were issued to a consultant to render services for a 1 year period commencing on February 11, 2010; 25,000,000 shares were issued to a consulting to render services for a 3 month period commencing on November 9, 2010; and 25,000,000 shares were issued to a consultant to render services for a 3 month period commencing on October 25, 2010.

	During the fiscal year ended November 30, 2009, the Company issued an aggregate of 218,319,102 shares of the Company’s common stock for consulting and other service fees, valued at the fair market price on the measurement date, for total consideration of $3,158,697, of which $716,865 was recorded as prepaid expenses at November 30, 2009.

5.	Mineral Properties and Rights

	The Company holds interests in four groups of mineral properties, Nolan, Ester Dome, Hammond and Eagle Creek, in Alaska, U.S.A. All of these properties are in the exploration stage and have no proven reserves as of November 30, 2010. The Nolan property has a probable reserve; however, a more extensive feasibility study is required to ascertain if such probable reserve can be classified as a proven reserve.

	Since the Company has no proven reserves on its properties as of November 30, 2010, the Company does not amortize the capitalized mineral costs, but evaluates the capitalized mineral costs periodically for impairment in accordance with ASC 360 and has not recognized any impairment. A summary of such capitalized direct costs for the fiscal years ended November 30, 2010 and 2009 is as follows:

		Nolan		Ester Dome		Hammond		Eagle Creek		Total
		(a)		(b)		(c)		(d)
Balance as of November 30, 2008	$	658,319	$	31,722	$	437,500	$	70,050	$	1,197,591
Additions during the year:
Claim fees paid during the year		85,540		8,980		8,400		13,090		116,010
Royalty payment		–		–		–		5,000		5,000
Accrued royalty payment		–		–		80,000		–		80,000
Balance as of November 30, 2009		743,859		40,702		525,900		88,140		1,398,601
Additions during the year:
Claim fees paid during the year		85,953		9,398		8,400		13,090		116,841
Royalty payment		–		–		–		5,000		5,000
Accrued royalty payment		–		–		80,000		–		80,000
Balance as of November 30, 2010	$	829,812	$	50,100	$	614,300	$	106,230	$	1,600,442

	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:

F-14

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

5.	Mineral Properties and Rights (continued)

	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.

	During the fiscal year ended November 30, 2010, the Company paid claim maintenance and holding fees of $85,540 (2009 - $85,540) to the Bureau of Land Management (“BLM”) and state mining claim fee of $413 (2009 - $nil). The Company currently is in a transitional phase between exploration and development on this property. The preliminary feasibility study, effective January 1, 2009 and amended on June 1, 2009 to reflect additional data, supported a probable 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.

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. This property consists of 1 unpatented Federal claim and 52 state mineral claims. 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 a royalty payment of 3% of net profits thereafter. The mill has remained inactive since February 1989 and the plant and equipment cost was written down on our accounting records. During fiscal 2009, the work on Grant Mine was limited to assessment work. Upon payment of the $2,000,000, the titles of the mineral claims will be transferred.

	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 has been paid and a royalty payment of 3% of net profits thereafter.

	iii)	Dobb’s: This leased 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.

	The Company has maintained claim rental payments and continued with assessment work for this property. During the fiscal year ended November 30, 2010, the Company paid state mining claim fees of $9,258 (2009 - $8,840) to the State of Alaska Department of Natural Resources and federal mining claim fees of $140 (2009 - $140) 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 has leased this property from Alaska Mining Company, Inc. (“Alminco”) since December 14, 1994 and is obligated to pay a royalty equal to 10% of gross production and is subject to a minimum royalty of $80,000 per year. As of November 30, 2010, the capitalized mineral rights of $614,300 (2009 - $525,900) for the Hammond property includes royalty accruals totalling $550,000 (2009 - $470,000) that are unpaid, and are included in mineral claims payable on the accompanying consolidated balance sheets. During the fiscal year ended November 30, 2010, the Company accrued $80,000 in payable royalties. During the fiscal year ended November 30, 2010, the Company paid $8,400 (2009 - $8,400) in federal claim fees to BLM.

F-15

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

5.	Mineral Properties and Rights (continued)

	d)	Eagle Creek Property, Fairbanks Mining District, Alaska

		This property consists of 77 state mineral claims. All claims are contiguous and are located in the Fairbanks North Star Borough. The Company owns a 50% interest and has an option to purchase a full 100% interest in the property for $400,000, towards which $38,000 remains to be paid. This property is subject to a royalty of 15% of net profits. A payment in the amount of $5,000 is due on August 1st of each year until the remaining $38,000 is paid. Such yearly payment is required to keep the option in good standing. Ownership of the claims is in the name of the Company’s subsidiary, Silverado Gold Mines Inc. During the fiscal year ended November 30, 2010, the Company paid the required $5,000 (2009 - $5,000) option payment for the year and paid $13,090 (2009 - $13,090) in state mining claim fees.

6.	Property and Equipment

	Property and equipment primarily include capital expenditures associated with the Company’s Vancouver office, and mining equipment and camp facilities at the Nolan Gold Project in Alaska. During the fiscal year ended November 30, 2009, the Company sold some Nolan mining equipment for net proceeds of $236,510. The net book value of the sold equipment was $404,656. As of November 30, 2010, in accordance with FASB ASC 360, Property, Plant and Equipment, the Company recorded an impairment of $340,821 against leasehold improvements as the Company moved its office location. As of November 30, 2009, in accordance with FASB ASC 360, Property Plant and Equipment, the Company recorded an impairment of $12,254 against Nolan mining equipment. Depreciation expense for the year ended November 30, 2010 was $168,195 (2009 - $216,083).

	A summary of the Company’s property and equipment as of November 30, 2010 and 2009 is as follows:

			November 30,	November 30,
			2010	2009
		Accumulated	Net Carrying	Net Carrying
	Cost	Depreciation	Value	Value
	$	$	$	$

Offices
Office leasehold improvements	–	–	–	404,725
Computer equipment and software	138,769	134,818	3,951	14,114
Furniture and fittings	394,358	390,633	3,725	4,283

Mining Project
Nolan gold project buildings	63,000	63,000	–	–
Leasehold improvements	48,123	31,280	16,843	26,468
Nolan mining equipment	1,017,987	582,252	435,735	514,419
Auto and trucks	19,193	9,276	9,917	13,755
Assets under construction	24,245	–	24,245	24,245
	1,705,675	1,211,259	494,416	1,002,009

	Assets under construction are not subject to depreciation until substantially complete.

7.	Promissory Note

	In February 2010, the Company received $50,000 from an investor and issued a promissory note dated as of March 1, 2010. The unpaid principal balance of the note bears interest at a rate equal to twelve percent (12%) per annum if repaid by the Company within ninety (90) days from the date of the note, or eighteen percent (18%) per annum if repaid at any time thereafter. The note matured on September 1, 2010. As of November 30, 2010, the Company has not repaid the note and has accrued interest of $6,775 which is recorded in accrued liabilities.

	As at November 30, 2010, the Company received advances of $12,327 from a consultant which is due on demand, and bears interest at 7% per annum. During the year ended November 30, 2010, the Company paid interest of $890.

F-16

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

8.	Convertible Debt

	a)	On October 30, 2009, the Company issued a convertible note in the sum of $75,000 with a maturity date of October 30, 2010. The Company paid $7,500 in cash to a third party as a finder’s fee on this note. The debt financing cost is amortized over the term of the debt. The note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right from March 1, 2010 to convert any unpaid principal portion, at a conversion price per share equal to 70% of the average of the three lowest closing bid prices of the Company’s common stock for the 20 trading days preceding a conversion date. The Company also issued 5,000,000 shares (“compensation shares”) of the Company’s common stock to the Note holder as compensation and issuance costs reimbursement.

		In accordance with ASC 470-20, Debt with Conversion and Other Options, the proceeds of $75,000 were allocated based on the relative fair values of the convertible note and the compensation shares at time of issuance. The Company allocated $44,262 of the proceeds to the compensation shares and recorded an equivalent discount. The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $30,238 as additional-paid-in capital and an equivalent discount.

		The total discount immediately after the initial accounting is performed is $74,500 reducing the carrying value of the convertible debt to $500. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

		During the year ended November 30, 2009, the Company recorded accretion of discount of $380 increasing the carrying value of the loan to $880.

		During the year ended November 30, 2010, the Company issued 32,258,055 shares of common stock upon the conversion of the convertible note and in accordance with ASC 470-20, the Company recognized unamortized discount of $74,120 as interest expense upon the conversion of the note.

		During the years ended November 30, 2010 and 2009, the Company expensed debt financing costs of $6,825 (2009 - $675).

	b)	On January 22, 2010, the Company entered into a note purchase agreement for $80,000 with a maturity date of March 15, 2010. An origination fee of $5,000 was paid by the Company to the Note holder from the proceeds of the sale of the Note and the amount was recorded as a discount to the convertible note.

		The Note provides the Note holder with the option, at any time prior to payment in full by the Company, to convert the outstanding amount into shares of the Company’s common stock. The number of common shares to be issued upon conversion shall be determined by dividing the outstanding amount by 70% of the average of the three lowest closing bid prices for the Company’s common stock for the twenty trading days immediately preceding the date of the conversion notice. The conversion price is reduced when the Company issues any (i) shares of its common stock or preferred shares convertible into its common shares, or (ii) debt, warrants, options or other instruments or securities which are convertible into or exercisable for shares of common stock (together herein referred to as “Equity Securities”), in each case for consideration (or with a conversion price) per common share less than the conversion Price in effect immediately prior to the issuance or sale of such securities or instruments, or without consideration. Upon the issuance or sale of such Equity Securities, the Conversion Price shall (until another such issuance or sale) be reduced to the price equal to the price (or conversion price) of any such securities or instruments.

		The Note provides that interest on the unpaid principal balance of the Note shall not accrue unless a trigger event occurs. Also, upon the occurrence of a trigger event, the Note holder may choose to increase the then outstanding principal amount by 10% or to reduce the conversion factor by 10%.

		In the event that the Note holder sends a written notice to the Company that it is ready, willing and able to make an additional investment and the Company failed to closed the additional investment for any reason (a "Special Trigger Event'), then for every thirty day period following the maturity date the principal balance of this note shall increase by $25,000 provided, however, that in no event shall the Special Trigger Effect be applied more than three times.

		On March 15, 2010, the Company did not repay the note (a trigger event) and the conversion factor was reduced to 60%. In addition, commencing March 15, 2010, the note bears interest at 1.5% per month. On June 13, 2010, the Company increased the principal balance of the note by $75,000 as the Company failed to close the additional investment the Note holder was willing to make to the Company.

F-17

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

8.	Convertible Debt (continued)

		Pursuant to ASC 815-15, Embedded Derivatives, the Company determined that the conversion option should be separated from the from the host contract and accounted for as a derivatives under ASC 815. The conversion feature was classified as liability and measured at their fair value with changes in fair value recorded in the statement of operations. The Company recorded a derivative liability of $69,808 and a corresponding discount on the note at the issuance date of the note. The total discount immediately after the initial accounting is performed is $74,808, reducing the carrying value of the convertible debt to $5,192. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. During the year ended November 30, 2010, the Company recorded accretion of the discount of $74,808.

		During the year ended November 30, 2010, the Company issued 46,542,265 shares of common stock upon the conversion of principal amount of $80,000 and repaid principal amount of $75,000 and accrued interest of $8,075 to the Note holder. The Company also recorded a loss of $29,797 on the change in fair value of the derivative.

	c)	On April 28, 2010, the Company entered into a secured convertible note agreement and issued a convertible note in the sum of $50,000 with a maturity date of April 28, 2011. An origination fee of $5,000 was paid by the Company to the Note holder from the proceeds of the sale of the note and the amount was recorded as a discount to the convertible note. The Note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right to convert any unpaid principal portion, at a conversion price per share equal to the lower of $0.003 or 70% of the average of the three lowest closing bid prices of the Company’s common stock for the 20 trading days preceding a conversion date. The Company also issued 13,000,000 shares (“compensation shares”) of the Company’s common stock to the Note holder as compensation costs.

		In accordance with ASC 470-20, Debt with Conversion and Other Options, the net proceeds of $45,000 were allocated based on the relative fair values of the convertible note and the compensation shares at time of issuance. The Company allocated $26,721 of the net proceeds to the compensation shares and recorded an equivalent discount. The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $17,779 as additional-paid-in capital and an equivalent discount.

		The total discount immediately after the initial accounting is performed is $49,500 reducing the carrying value of the convertible debt to $500. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

		On October 29, 2010, the Company issued 17,857,142 shares upon the conversion of the principal amount of $50,000. To October 29, 2010, prior to the conversion of the note, the Company recorded accretion of discount of $4,566 increasing the carrying value of the loan to $5,066. In accordance with ASC 470-20, the Company recognized unamortized discount of $44,934 as interest expense upon the conversion of the note.

	d)	On June 15, 2010, the Company entered into a secured convertible note agreement and issued a convertible note in the sum of $75,000 with a maturity date of June 15, 2011. The note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Company paid $7,500 to the Note holder from the proceeds of the sale of the note and the amount was recorded as a discount to the convertible note. The Note holder has the right from December 1, 2010 to convert any unpaid principal portion, at a conversion price per share equal to the lower of $0.003 or 70% of the average of the three lowest closing bid prices of the Company’s common stock for the 20 trading days preceding a conversion date. The Company issued 20,000,000 shares (“compensation shares”) of the Company’s common stock to the Note holder as compensation costs.

		In accordance with ASC 470-20, Debt with Conversion and Other Options, the net proceeds of $67,500 were allocated based on the relative fair values of the convertible note and the compensation shares at time of issuance. The Company allocated $37,779 of the net proceeds to the compensation shares and recorded an equivalent discount. The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $29,221 as additional-paid-in capital and an equivalent discount.

		The total discount immediately after the initial accounting is performed is $74,500 reducing the carrying value of the convertible debt to $500. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

		During the year ended November 30, 2010, the Company recorded accretion of discount of $4,420 increasing the carrying value of the loan to $4,920.

F-18

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

8.	Convertible Debt (continued)

	e)	On July 27, 2010, the Company entered into a secured convertible note agreement and issued a convertible note in the sum of $75,000 with a maturity date of July 27, 2011. The note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Company paid $7,500 to the Note holder from the proceeds of the sale of the note and the amount was recorded as a discount to the convertible note. The Note holder has the right from December 1, 2010 to convert any unpaid principal portion, at a conversion price per share equal to the lower of $0.003 or 70% of the average of the three lowest closing bid prices of the Company’s common stock for the 20 trading days preceding a conversion date. The Company issued 20,000,000 shares (“compensation shares”) of the Company’s common stock to the Note holder as compensation costs.

		In accordance with ASC 470-20, Debt with Conversion and Other Options, the net proceeds of $67,500 were allocated based on the relative fair values of the convertible note and the compensation shares at time of issuance. The Company allocated $36,901 of the net proceeds to the compensation shares and recorded an equivalent discount. The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $30,099 as additional-paid-in capital and an equivalent discount.

		The total discount immediately after the initial accounting is performed is $74,500 reducing the carrying value of the convertible debt to $500. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

		During the year ended November 30, 2010, the Company recorded accretion of discount of $2,500 increasing the carrying value of the loan to $3,000.

	f)	On September 13, 2010, the Company issued a convertible note in the amount of $98,660 with a maturity date of September 13, 2011. The note bears interest at 6% per annum and shall increase to 8% upon an event of default. At any time, the Company has the option to redeem this note and pay the Note holder 150% of the unpaid principal. The note is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right to convert any unpaid principal potion, at a conversion price per share equal to 65% of the average of the three lowest volume weighted average prices (“VWAP”) of the Company’s common stock for the 20 trading days including the day upon which a notice of conversion is received by the Company.

		Pursuant to ASC 470-20, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $98,660 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible debenture to $nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

		On September 13, 2010, the Note holder converted $50,000 into 26,525,199 shares. On September 15, 2010, the Note holder converted $25,000 into 13,262,599 shares. On September 23, 2010, the Note holder converted the balance of $23,659.67 into 12,551,550 shares. In accordance with ASC 470-20, the Company recognized unamortized discount of $98,660 as interest expense.

	g)	On September 17, 2010, the Company entered into a secured convertible note agreement and issued a convertible note in the sum of $165,000 with a maturity date of September 17, 2011. The Company received net proceeds of $148,500 and recorded a 10% discount on this note. The note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right from October 1, 2010 to convert any unpaid principal portion, at a conversion price per share equal to the lower of $0.0045 or 70% of the average of the three lowest VWAP prices of the Company’s common stock for the 20 trading days preceding a conversion date. Pursuant to the note agreement, the Company will issue 20,000,000 shares (“compensation shares”) of the Company’s common stock to the Note holder as compensation costs. As at November 30, 2010, the Company has not issued the shares.

		In accordance with ASC 470-20, Debt with Conversion and Other Options, the net proceeds of $148,500 were allocated based on the relative fair values of the convertible note and the compensation shares at time of issuance. The Company allocated $62,459 of the net proceeds to the compensation shares and recorded an equivalent discount. The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $85,541 as additional-paid-in capital and an equivalent discount.

		The total discount immediately after the initial accounting is performed is $164,500 reducing the carrying value of the convertible debt to $500. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

		During the year ended November 30, 2010, the Company recorded accretion of discount of $1,202 increasing the carrying value of the loan to $1,702.

F-19

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

8.	Convertible Debt (continued)

	h)	On October 4, 2010, the Company issued a convertible note in the amount of $77,229 with a maturity date of October 4, 2011. The note bears interest at 6% per annum and shall increase to 8% upon an event of default. At any time, the Company has the option to redeem this note and pay the Note holder 150% of the unpaid principal. The note is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right to convert any unpaid principal portion, at a conversion price per share equal to 65% of the average of the three lowest VWAP of the Company’s common stock for the 35 trading days including the day upon which a notice of conversion is received by the Company.

		Pursuant to ASC 470-20, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $77,229 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible debenture to $nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

		On October 6, 2010, the Note holder converted $70,000 into 37,135,278 shares. On October 12, 2010, the Note holder converted $7,229 into 3,835,050 shares. In accordance with ASC 470-20, the Company recognized unamortized discount of $77,229 as interest expense upon the conversion of the debt.

	i)	On October 14, 2010, the Company issued a convertible note in the amount of $26,555 with a maturity date of October 14, 2011. The note bears interest at 6% per annum and shall increase to 8% upon an event of default. At any time, the Company has the option to redeem this note and pay the Note holder 150% of the unpaid principal. The note is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right to convert any unpaid principal portion, at a conversion price per share equal to 65% of the average of the three lowest VWAP of the Company’s common stock for the 35 trading days including the day upon which a notice of conversion is received by the Company.

		Pursuant to ASC 470-20-25, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $26,555 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible debenture to $nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

		On October 14, 2010, the Note holder converted $26,555 to 14,087,347 shares. In accordance with ASC 470-20, the Company recognized unamortized discount of $26,555 as interest expense.

	j)	On October 25, 2010, the Company entered into a secured convertible note agreement and issued a convertible note in the sum of $110,000 with a maturity date of October 25, 2011. The Company received net proceeds of $99,000 and recorded a 10% discount on this note. The note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right to convert any unpaid principal portion, at a conversion price per share equal to the lower of $0.004 or 65% of the average of the three lowest VWAP prices of the Company’s common stock for the 20 trading days preceding a conversion date. Pursuant to the note agreement, the Company will issue 15,000,000 shares (“compensation shares”) of the Company’s common stock to the Note holder as compensation costs. As at November 30, 2010, the Company has not issued the shares.

		In accordance with ASC 470-20, Debt with Conversion and Other Options, the net proceeds of $99,000 were allocated based on the relative fair values of the convertible note and the compensation shares at time of issuance. The Company allocated $45,964 of the net proceeds to the compensation shares and recorded an equivalent discount. The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $52,536 as additional-paid-in capital and an equivalent discount.

		The total discount immediately after the initial accounting is performed is $109,500 reducing the carrying value of the convertible debt to $500. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

		During the year ended November 30, 2010, the Company recorded accretion of discount of $497 increasing the carrying value of the loan to $997.

F-20

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

9.	Asset Retirement Obligations

	Asset retirement obligations relate to the closure and reclamation of the Grant Mill Tailings Pond and the Mill complex, and to the reclamation work associated with the Nolan Gold Project consisting of dismantling and removal of site structures and equipment, and reshaping and re-vegetating the disturbed areas. The Company has no assets legally restricted for purposes of settling asset retirement obligations. A summary of assets retirement obligation for the fiscal years ended November 30, 2010 and 2009 is as follows:

		Grant			Nolan
		Mine			Project			Total
Balance as of November 30, 2008	$	364,651		$	172,607		$	537,258
Accretion expense		18,233			8,630			26,863
Liabilities settled		(14,000	)		(4,258	)		(18,258	)
Reclamation bond refunded		–			(5,456	)		(5,456	)
Balance as of November 30, 2009		368,884			171,523			540,407
Accretion expense		18,444			8,576			27,020
Liabilities settled		(1,511	)		(900	)		(2,411	)
Balance as of November 30, 2010	$	385,817		$	179,199		$	565,016

	a)	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 and the Mill complex 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 the State of Alaska regulatory agencies.

		The Company believes that the estimated fair value of the cost of reclamation at this time will approximate the accrued obligations plus 5% accretion expense per annum until reclaimed. During the fiscal year ended November 30, 2010, the Company recorded $18,444 accretion expense and spent $1,511 on the Grant Mine closure. During the fiscal year ended November 30, 2009, the Company recorded $18,233 accretion expense, paid $1,511 to the State of Alaska regulatory agencies and spent another $12,489 on the Grant Mine closure.

	b)	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. The Nolan mineral properties are on Federal mining claims and thus are under the active supervision of the Bureau of Land Management.

		As of November 30, 2010 and 2009, the Company is obligated to reclaim 21 acres at Nolan Creek. These 21 acres are areas essential for the Company’s operations and consist 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 believes that the remaining accrued obligations plus 5% accretion expense per annum until the remaining 21 acres are reclaimed is sufficient to cover the cost of reclamation. During the fiscal year ended November 30, 2010, the Company recorded $8,576 accretion expense and spent $900 on reclamation. During the fiscal year ended November 30, 2009, the Company recorded $8,630 accretion expense and spent $4,258 on reclamation at Nolan properties.

F-21

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

10.	Related Party Transactions / Balances

	a)	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 the Company’s fieldwork and to provide administrative and management services.

		Under the current contracts dated January 1, 1997, Tri-Con Group bills the Company cost plus 25% for exploration and cost plus 15% for development, mining and reclamation. The term “cost” means out-of-pocket or actual cost incurred by Tri-Con Group 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 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 CDN $10,000 per month to Tri-Con Mining Ltd. and US $10,000 per month to Tri-Con Mining Inc., respectively. Both the Company and the Tri-Con Group have the right to terminate the agreement in its entirety at any time upon 30 days advances written notice.

		During the fiscal year ended November 30, 2010, 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; and administration services. During the fiscal year ended November 30, 2010, there were nominal exploration activities due to the Company’s cash flow constraints and consequently the Tri-Con Group waived the US $10,000 monthly fee and the CDN $10,000 monthly fee for the year ended November 30, 2010 for a total of US $235,505.

		As of November 30, 2010, the Company owed $849,026 (2009 - $1,064,046) to the Tri-Con Group for exploration and administration services performed on behalf of Silverado. The following is a summary of Tri-Con Group charges for the fiscal year ended November 30, 2010 and 2009:

		Year ended		Year ended
		November 30, 2010		November 30, 2009

Exploration services	$	–	$	1,566,374
Administration and management services		148,036		552,227
Amounts forgiven by Tri-Con Group		–		(600,000	)
	$	148,036	$	1,518,601

Amount of total charges in excess of the cost	$	20,938	$	(32,780	)
Percentage of excess of the cost charged over total amount billed		14.14%		(2.16%	)

	b)	Effective April 1, 2009, a consulting agreement was signed between the Company and a private company controlled by a former director of the Company who resigned on April 20, 2010. Pursuant to the agreement, the Company agreed to pay the private company Cdn $7,500 plus GST per month for corporate planning, business development and investor relations services, as requested by the Company.

		During fiscal year 2010, the Company paid $86,982 (Cdn$90,000) to the private company. At November 30, 2010, the Company is indebted to the private company for $15,372.

		During fiscal year 2009, the Company paid $64,644 (Cdn $74,793, including GST) to the private company, and the Company also issued a total of 6,555,000 shares of its common stock to the former director for payment of an additional $57,029 owed to the private company under the consulting agreement.

	c)	As of November 30, 2010, the Company owed $3,120 to the President of the Company for amounts advanced. The advances are due on demand, unsecured, and non-interest bearing.

	d)	d) As of November 30, 2010, the Company owed $19,598 (Cdn$20,000) to a director of the Company for amounts advanced. The advances are due on demand, unsecured and bear interest at 5% per annum. The advances were repaid subsequent to year-end.

F-22

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

11.	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 year ended November 30, 2010:

	Number of		Common		Shares
	Common		Stock		to be
	Shares		Amount		Issued
	#		$		$
Balance as of November 30, 2009 (Restated)	1,577,667,073		100,847,531		100,000
Share Issued:
For Private Placements
$0.01 per unit (1 unit = 1 share and 1 warrant) cancelled	(1,000,000	)	(10,000	)	–
$0.01 per unit (1 unit = 1 share and 1 warrant)	1,500,000		15,000		(15,000	)
$0.01 per unit (1 unit = 1 share and ½ warrant)	5,000,000		50,000		(50,000	)
$0.0035 per unit (1 unit = 1 share and 1 warrant)	68,106,838		238,374		(35,000	)
$0.003 per unit (1 unit = 1 share and 1 warrant)	100,200,486		300,601		–
$0.002 per share	50,000,000		100,000		–
	223,807,324		693,975		(100,000	)
For Warrant Exercises
$0.003 per share	50,917,550		152,753		–
$0.00233 per share	32,000,000		74,560		–
	82,917,550		227,313		–
For Conversion of Debentures
$0.024 per share	8,333,333		20,000		–
$0.00233 per share	8,583,690		20,000		–
$0.002447 per share	7,788,162		17,500		–
$0.002317 per share	7,552,870		17,500		–
$0.0018 per share	36,111,111		65,000		–
$0.001438 per share	10,431,154		15,000		–
$0.001885 per share	107,397,023		202,443		–
$0.0028 per share	17,857,142		50,000		–
	204,054,485		407,443		–
Shares granted under Equity Compensation Plans
For consulting fees granted at a weighted average price of $0.00441	200,892,137		885,156		–
For investor relation and shareholder communication services granted at a weighted average price of $0.00448	17,958,015		80,410		–
For legal and other services at a weighted average of $0.00501	81,047,295		406,408		–
	299,897,447		1,371,974		–

Compensation shares issued pursuant to convertible debt agreements	53,000,000		101,400
Reclassification of beneficial conversion features on conversions of convertible debt	–		250,461		–
Fair value of embedded conversion option reclassified on conversion of convertible debt	–		99,604		–
Stock issuance costs	–		(193	)	–
Stock subscriptions received	–		–		99,292
Stock issuable pursuant to convertible debt agreements	–		–		108,424
Balance as of November 30, 2010	2,441,343,879		103,999,508		207,716

	a)	During the fiscal year ended November 30, 2010, the Company completed a private placement resulting in the issuance of 1,500,000 units at $0.01 per unit for gross proceeds of $15,000. Each unit consisted of one share of common stock and one common stock purchase warrant. Each warrant is exercisable at a price of $0.02 per share for a period of one year. In December 2009, a subscription agreement related to 1,000,000 units at $0.01 per unit was cancelled and issued units were returned and cancelled accordingly.

	b)	During the fiscal year ended November 30, 2010, the Company completed a private placement resulting in the issuance of 5,000,000 units at $0.01 per unit for gross proceeds of $50,000. Each unit consisted of one share of common stock and one half-warrant. Each full warrant (consisting of two half-warrants) is exercisable at a price of $0.02 per share for a period of one year.

F-23

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

11.	Common Stock (continued)

	c)	During the fiscal year ended November 30, 2010, the Company completed private placements resulting in the issuance of an aggregate of 68,106,838 units at $0.0035 per unit for gross proceeds of $238,374. Each unit consisted of one share of common stock and one common stock purchase warrant. Each warrant is exercisable at a price of $0.01 per share for a period of one year.

	d)	During the fiscal year ended November 30, 2010, the Company completed private placements resulting in the issuance of an aggregate of 100,200,486 units at $0.003 per unit for gross proceeds of $300,601. Each unit consisted of one share of common stock and one common stock purchase warrant. Each warrant is exercisable at a price of $0.01 per share for a period of one year.

	e)	During the fiscal year ended November 30, 2010, the Company completed private placements resulting in the issuance of an aggregate of 50,000,000 shares of common stock at $0.002 per share. The Company received gross proceeds of $100,000 from such private placements.

	f)	Pursuant to several agreements for corporate planning, business development and strategies, legal services and media solutions services, the Company issued an aggregate of 299,897,447 shares of the Company’s unrestricted free trading common stock during the year ended November 30, 2010, valued at the fair market price on the measurement date, for total consideration of $1,371,974. These shares were issued under the Company’s Equity Compensation Plans.

	g)	During the year ended November 30, 2010, the Company issued 53,000,000 shares of the Company’s common stock to two convertible debt holders. Such shares were valued at $101,400 based on the relative fair values of the convertible debt and the shares at time of issuance of the convertible debt.

	h)	During the year ended November 30, 2010, the Company issued 50,917,550 shares of common stock upon the exercise of share purchase warrants at exercise prices of $0.003 per common share. The Company received proceeds of $152,753 from common stock purchase warrant exercises.

	i)	During the year ended November 30, 2010, the Company issued 32,000,000 shares of common stock upon the exercise of share purchase warrants at exercise prices of $0.00233 per common share. The Company received proceeds of $74,560 from common stock purchase warrant exercises.

	j)	During the year ended November 30, 2010, the Company issued an aggregate of 204,054,485 shares of the Company’s restricted common stock upon the conversion of convertible notes in the amount of $407,443.

	Share transactions for the year ended November 30, 2009:

	k)	During the fiscal year ended November 30, 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, 38,000,000 common shares at $0.0025 per share, 40,000,000 common shares at $0.005 per share and 18,500,000 common shares at $0.01 per share. The Company received aggregate gross proceeds of $627,000 from such private placements and paid related commission fees of $20,000 which was recorded as a reduction of common stock.

	l)	During the fiscal year ended November 30, 2009, the Company completed private placements resulting in the issuance of 34,500,000 common shares at a price of $0.01 per share. These private placements generated gross proceeds of $345,000 from the sale of shares related to the Equity Line of Credit Agreement. In accordance with the Equity Line of Credit Agreement, the Company paid commission fees of $34,500 which was recorded as a reduction of common stock.

	m)	During the fiscal year ended November 30, 2009, the Company completed private placements resulting in the issuance of an aggregate of 56,400,000 units at $0.01 per unit for gross proceeds of $564,000. Each unit consisted of one share of common stock and one common stock purchase warrant. Each warrant is exercisable at a price of $0.02 per share for a period of one year. The Company paid commission fees of $5,000 which was recorded as a reduction of common stock. Subsequent to November 30, 2009, a subscription agreement related to 1,000,000 units was cancelled and issued units were returned and cancelled accordingly (see Note 11(a)).

F-24

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

11.	Common Stock (continued)

	n)	During the fiscal year ended November 30, 2009, the Company also completed private placements resulting in the issuance of an aggregate of 57,000,000 units at $0.01 per unit for gross proceeds of $570,000. Each unit consisted of one share of common stock and one half-warrant. Each full warrant (consisting of two half- warrants) is exercisable at a price of $0.02 per share for a period of one year.

	o)	As of November 30, 2009, the Company received $65,000 for the sale of an aggregate of 6,500,000 common shares and 4,000,000 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. The Company also received $35,000 for the sale of an aggregate of 10,000,000 units at a price of $0.0035 per unit. Each unit consisted of one share of common stock and one common stock purchase warrant exercisable at a per share exercise price of $0.01 for the purchase of one share of common stock within the one year period commencing from the subscription agreement. These private placements were not completed as of November 30, 2009, as shares had not been issued as of such date, but the purchase price received has been reflected as subscriptions received in stockholders’ equity in the accompanying balance sheet (see Notes 11(a), (b), and (c)).

	p)	During the fiscal year ended November 30, 2009, the Company entered into several agreements for corporate planning, business development and strategies, legal services and media solutions services. Pursuant to these agreements, the Company issued an aggregate of 188,609,800 shares of the Company’s unrestricted free trading common stock and 5,000,000 shares of the Company’s restricted common stock, valued at the fair market price on the measurement date, for total consideration of $2,839,456. These shares were issued under the Company’s Equity Compensation Plans.

	q)	During the fiscal year ended November 30, 2009, the Company entered into consulting agreements for investor relations and shareholder communication services. Pursuant to these agreements, the Company issued an aggregate of 11,709,302 shares of the Company’s unrestricted free trading common stock for total consideration of $91,241 which was recorded as reporting and investor relations expenses. The Company also issued 8,000,000 shares of the Company’s unrestricted free trading common stock to an attorney as retainer. Such shares were valued at the fair market price at the date of the engagement agreement, for total consideration of $148,000, of which $108,225 was recorded as prepaid expenses and $39,775 was recorded as legal fees as of November 30, 2009 and for the year then ended, respectively. Such prepaid legal fees were expensed during the year ended November 30, 2010. These shares were issued under the Company’s Equity Compensation Plans.

	r)	On May 6, 2009, the Company entered into an Equity Line of Credit Agreement with an accredited investor pursuant to which the Company could have sold to the investor, if certain conditions were met, up to $100,000,000 in shares of its common stock over the term of the agreement, unless earlier terminated.

		Upon execution, the Company 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 ($960,000) was included in consolidated statements of operations and other comprehensive loss for the fiscal year ended November 30, 2009. As of November 30, 2009, the Company raised $345,000 from the investor pursuant to the sale of an aggregate of 34,500,000 common shares at a price of $0.01 per share and paid related commission fees of $34,500.

		On December 16, 2009, the Company terminated the Equity Line of Credit Agreement in connection with its efforts to secure alternate sources for capital.

	s)	In November 2009, the Company issued 5,000,000 shares of the Company’s common stock to a convertible debt holder. Such shares were valued at $44,262 based on the relative fair values of the convertible debt and the shares at time of issuance of the convertible debt.

F-25

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

12.	Equity Compensation Plans

	a)	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.

	b)	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 2009-II 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.

	c)	On December 11, 2009, the Company adopted the 2009-III Equity Compensation Plan (the “2009-III 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 and 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 2009-III Plan may not exceed 120,000,000 in aggregate. On December 16, 2009, the Company filed a registration statement on Form S-8 to register all 120,000,000 of such shares. During the fiscal year ended November 30, 2009, the Company issued an aggregate of 6,022,102 shares of the Company’s common stock under the 2009-III Company’s Equity Compensation Plans in payment of consulting and other services.

	d)	On June 3, 2010, the Company adopted the 2010-I Equity Compensation Plan (the “2010-I 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 and 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 2010-I Plan may not exceed 180,000,000 in aggregate. On June 9, 2010, the Company filed a registration statement on Form S-8 to register all 180,000,000 of such shares.

		During the fiscal years ended November 30, 2010 and 2009, the Company issued an aggregate of 290,802,188 (2009 – 213,319,102) shares of common stock under the Company’s Equity Compensation Plans in payment of consulting and other services.

13.	Stock Options

	There were no stock options granted during the fiscal years ended November 30, 2010 and 2009. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options when the options are granted. 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, 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.

	The following table summarizes the continuity of the Company’s stock options:

			Weighted		Weighted-Average
			Average		Remaining
	Number of		Exercise		Contractual Term	Intrinsic
	Options		Price		(years)	Value
			$

Outstanding, November 30, 2008	70,400,000		0.056		3.47

Cancelled or expired	(22,200,000	)	0.055

Outstanding, November 30, 2009	48,200,000		0.056		2.72

Cancelled	(3,900,000	)	(0.058	)

Outstanding, November 30, 2010	44,300,000		0.056		1.68	–

F-26

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

13.	Stock Options (continued)

	As at November 30, 2010, the following common stock options were outstanding and exercisable:

		Remaining
		Contractual
Number of Options	Exercise Price	Life (years)
	$
2,600,000	0.05	0.11
1,500,000	0.05	0.58
7,500,000	0.05	0.61
20,000,000	0.05	2.10
12,700,000	0.07	2.12

44,300,000

14.	Stock Purchase Warrants

	a)	During the fiscal year ended November 30, 2010, 48,000,000 of the Company’s outstanding common stock purchase warrants, exercisable at a per share exercise price of $0.02, were cancelled or expired. The Company issued 172,307,324 common stock purchase warrants upon the completion of private placements during the fiscal year ended November 30, 2010. 157,807,324 of such issued common stock purchase warrants are originally exercisable at a per share exercise price of $0.01, 4,500,000 of such issued common stock purchase warrants are exercisable at a per share exercise price of $0.02, and 10,000,000 of such issued common stock purchase warrants are exercisable at a per share exercise price of $0.0023, within the one year period commencing from the date of the subscription agreement. Each common stock purchase warrant issued during the period is exercisable for one share of common stock. There was no value assigned to these warrants when they were issued.

	b)	b) During the fiscal year ended November 30, 2010, the Company reduced the exercise price of 27,400,000 of its common stock purchase warrants from $0.02 to $0.003 per common share, 21,517,550 of its common stock purchase warrants from $0.01 to $0.003 per common share, 25,357,144 of its common stock purchase warrants from $0.01 to $0.00233 per common share and 7,500,000 of its common stock purchase warrants from $0.02 to $0.00233 per common share. The common stock purchase warrants were issued upon the completion of private placements.

	c)	During the fiscal year ended November 30, 2009, 40,349,230 of the Company’s outstanding common stock purchase warrants expired and 84,900,000 common stock purchase warrants were granted by the Company upon the completion of private placements as of November 30, 2009. Each common stock purchase warrant granted during the period is exercisable for one 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. There was no value assigned to these warrants when they were issued.

	A summary of the changes in the Company’s common share purchase warrants is presented below:

			Weighted Average
	Number		Exercise Price
			$
Balance, November 30, 2008	40,349,230		0.070
Issued	84,900,000		0.020
Expired	(40,349,230	)	0.070
Balance November 30, 2009	84,900,000		0.020
Issued	172,307,324		0.0079*
Exercised	(82,917,550	)	0.0027*
Expired	(48,000,000	)	0.020
Balance November 30, 2010	126,289,774		0.010

*Weighted average exercise price were calculated based on reduced exercise prices.

F-27

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

14.	Stock Purchase Warrants (continued)

	As at November 30, 2010, the following common share purchase warrants were outstanding:

		Remaining
		Contractual Life
Number of Warrants	Exercise Price	(years)
	$
113,789,774	0.010	0.10 – 0.90
2,500,000	0.020	0.13
10,000,000	0.0023	0.66

126,289,774

15.	Commitments

	a)	The Company has entered into a severance agreement with a director and chief executive officer of the Company. The agreement provides for severance arrangements where a change of control of the Company occurs, as defined, and the director is terminated. The compensation payable to the director aggregates $4,000,000 plus the amount of annual bonuses and other benefits that he would have received in the eighteen months following termination.

	b)	The Company entered into Indemnity Agreements (“Agreements”) dated December 23, 2009, with each of its directors and executives, Garry L. Anselmo, Stuart McCulloch, Donald G. Balletto, Robert M. Dynes, and John Mackay (collectively, the “Executives”). These agreements supersede all prior agreements whether oral or written. Pursuant to the terms of the Agreements, the Company granted a general indemnification to the Executives against all claims and costs that arise out of the scope or performance of duties as a director or executive officer of the Company. The Agreements are conclusively deemed to commence on, and be effective as of, the day upon which the Executive first became or becomes a director or officer of the Company and survive and remain in full force and effect after the Executive ceases to be a director or officer of the Company and after the termination of the Executive’s employment with the Company.

	c)	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. On January 27, 2011, the Company terminated its Vancouver office lease, and will be obligated to provide the landlord with the outstanding rent from December 2010 to February 14, 2011 in the amount of $49,333 (Cdn$50,344). In January 2011, the Company entered into a new office lease, which will commence on April 1, 2011 and end on March 31, 2016. The minimum rent from April 1, 2011 to September 30, 2013 will be $6,069 (Cdn$6,193) per month and the minimum rent from October 1, 2013 to March 31, 2016 will be $6,344 (Cdn$6,474) per month. The Company’s future minimum lease payments under the existing and new leases entered into in the subsequent year are as follows:

Fiscal year ending November 30, 2011	$	97,881	(Cdn$99,888)
Fiscal year ending November 30, 2012		72,823	(Cdn$74,316)
Fiscal year ending November 30, 2013		73,379	(Cdn$74,879)
Fiscal year ending November 30, 2014		76,133	(Cdn$77,694)
Fiscal year ending November 30, 2015		76,133	(Cdn$77,694)
	$	396,349	(Cdn$404,471)

	d)	On November 26, 2010, the Company entered into three year equipment lease that expires on November 30, 2013. The lease payment for the first 35 months will be $2,450 (Cdn$2,500) and the last month will be $1,579 (Cdn$1,611). The lease is secured by the leased equipment.

	e)	On March 27, 2010, the Company entered into a 1 year consulting agreement in which the Company will issue shares of the Company’s common stock equal in value to Cdn$6,000 plus GST at the average price over the immediate 20 preceding days payable on the 20^thof each month, for an aggregate maximum of 6,000,000 shares of common stock if the consulting services are provided for the full term of this agreement. The Company will pay the consultant a commitment fee of $8,231 (Cdn$8,400).

F-28

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

16.	Income Taxes

	Components of the Company’s deferred tax assets at November 30, 2010 and 2009 are as follows:

	November 30,		November 30,
	2010		2009
	$		$

Deferred tax assets, non-current:
Remediation and reclamation costs	227,136		217,265
Net operating loss carry forwards	19,727,014		22,918,545
Temporary differences arising from mineral
properties and building, plant and equipment	432,074		1,999,996
Other temporary differences	237,545		(164,099	)
Valuation allowance	(20,623,769	)	(24,971,707	)

	–		–

A reconciliation of the statutory rate and the effective income tax rate is as follows:

	November 30,		November 30,
	2010		2009
	$		$

Loss from operations before income tax	4,112,667		6,760,766
US statutory corporate income tax rate	34%		34%

Income tax benefit computed a US statutory corporate income tax rate	930,885		2,298,660

Reconciling items:
State taxes	42,485		90,760
Difference in Canadian tax rates	(251,230	)	(238,402	)
Tax loss expired during the year	(1,849,061	)	(1,153,099	)
Change in tax rate	(1,284,653	)
Permanent and other differences	(1,936,364	)	224,833
Change in valuation allowance on deferred tax assets	4,347,938		(1,222,752	)

Income taxes	–		–

The Company applies the provisions of FASB ASC 740, Income Taxes. FASB ASC 740 prescribes the use of the liability method thereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The cumulative effect of applying the provisions of this interpretation are required to be reported separately as an adjustment to the opening balance of retained earnings in the year of adoption.

The Company is subject to Canada federal and provincial income tax and has concluded substantially all Canada federal and provincial tax matters for tax years through November 30, 2003. The tax filings for years from 2004 to 2010 are subject to be audited by Canadian jurisdictions. The Company’s U.S. subsidiaries are also subject to U.S. federal and state income tax and have concluded substantially all U.S. federal and state income tax matters for tax years through November 30, 2006. The tax filings for years from 2007 to 2010 are subject to be audited by U.S. jurisdictions.

Deferred income tax assets are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits, which are, on a more likely than not basis, not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.

As of November 30, 2010, the Company had losses carried forward totaling $33,795,772 available to reduce future years’ income for U.S. income tax purposes which expire in various years to 2030. In addition, the Company had losses carried forward in Canada totalling Cdn$25,065,771 which expire in various years to 2030.

F-29

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

17.	Segment Disclosures

	The Company operates in one reportable segment, located in United States, being the acquisition and exploration of mineral properties. The Company’s development of low-rank coal-water fuel, located in United States, is in its initial stages and is not a reportable segment. Segmented information has been compiled based on the geographic regions that the Company and its subsidiaries registered and performed exploration and administration activities.

	Long-lived assets by geographical segment as of the fiscal years ended November 30, 2010 and 2009 is as follows:

		Canada		United States		Total
As of November 30, 2010
Mineral properties and rights		-		1,600,442		1,600,442
Property and equipment		7,676		486,740		494,416
	$	7,676	$	2,087,182	$	2,094,858

As of November 30, 2009
Mineral properties and rights		-		1,398,601		1,398,601
Property and equipment		423,121		578,888		1,002,009
	$	423,121	$	1,977,489	$	2,400,610

18.	Supplemental Cash Flow Information

	Investing and financing activities that do not have a direct impact on current cash flows are excluded from the cash flow statements. A summary of non-cash transactions and other cash information for the fiscal years ended November 30, 2010 and 2009 is as follow:

	Year ended	Year ended
	November 30,	November 30,
	2010	2009
	$	$
Changes in non-cash financing and investing activities:
Common stock issued on conversion of convertible debentures	407,443	-
Mineral claims royalty payable changes at period-end for mineral rights	80,000	80,000
Convertible debenture issued on repayment of accounts payable	202,444	-

19.	Fair Value Measurements

	ASC 820, Fair Value Measurements and Disclosures requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.

Level 2

Level 2 applies to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

F-30

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

19.	Fair Value Measurements (Continued)

Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity.

Pursuant to ASC 825, cash is based on "Level 1" inputs and due to related parties, promissory notes and convertible debt are valued based on “Level 2” inputs, consisting of model driven valuations. The Company believes that the recorded values of these financial instruments, other receivables and accounts payable approximate their current fair values because of their nature or respective relatively short durations.

Assets measured at fair value on a recurring basis were presented on the Company’s consolidated balance sheet as of May 31, 2010 as follows

Fair Value Measurements Using

Quoted Prices in

Significant

Active Markets

Other

Significant

For Identical

Observable

Unobservable

Balance as of

Instruments

Inputs

November

(Level 1)

(Level 2)

(Level 3)

30, 2010

Assets:

Cash

66,267

–

66,267

As at November 30, 2010, there were no liabilities measured at fair value on a recurring basis presented on the Company’s consolidated balance sheet

20.	Subsequent Events

	a)	In December 2010, a subscription agreement for 2,000,000 units at a price of $0.003 per unit was cancelled and all issued units were returned and cancelled accordingly.

	b)	Subsequent to the fiscal year ended November 30, 2010, the Company issued 75,000,000 shares of common stock at $0.004 per share for gross proceeds of $300,000.

	c)	Subsequent to the fiscal year ended November 30, 2010, the Company completed issued 100,000,000 units at $0.0021 per unit for gross proceeds of $210,000. Each unit consists of one share of common stock and one share purchase warrant. Each warrant is exercisable at a price of $0.01 per share for a period of one year.

	d)	Subsequent to the fiscal year ended November 30, 2010, the Company issued 1,928,572 shares of common stock at $0.00233 per share for gross proceeds of $4,494.

	e)	The Company entered into several consulting and other service agreements for various corporate planning, business development and strategies, media solutions and legal, etc. services. Pursuant to these consulting and other agreements, the Company issued an aggregate of 246,252,211 shares of the Company’s unrestricted free trading common stock. These shares were issued under the Company’s Equity Compensation Plans.

	f)	On December 2, 2010, the Company adopted the 2010-II Equity Compensation 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 and 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 2010-II Plan may not exceed 400,000,000 in aggregate. On December 2, 2010, the Company filed a registration statement on Form S-8 to register all 400,000,000 of such shares.

F-31

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

20.	Subsequent Events (continued)

	g)	On December 6, 2010, the Company issued a 6% convertible redeemable note in the amount of $34,852 with a maturity date of December 6, 2012. The note bears interest at 6% per annum and shall increase to 8% upon an event of default. At any time, the Company has the option to redeem this note and pay the Note holder 150% of the unpaid principal. The note is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right to convert any unpaid principal portion, at a conversion price per share equal to 65% of the average of the three lowest VWAP of the Company’s common stock for the 20 trading days including the day upon which a notice of conversion is received by the Company. On December 7, 2010, the Company issued 16,596,171 unrestricted shares of common stock upon the conversion of the note.

	h)	Subsequent to the fiscal year ended November 30, 2010, the Company issued 35,256,411 shares of common stock upon the conversion of the $75,000 convertible note described in Note 8(d).

21.	Restatement

	During the year ended November 30, 2010, the Company identified an error relating to the accounting for the convertible debt described in Note 8(a) in its financial statements included in the Company’s Form 10-K filed with the SEC on March 12, 2010. The Company had previously separately accounted for the liability and equity components of convertible debentures to reflect the fair value of the liability component based on the Company’s non-convertible borrowing cost at the issuance date. The value attributed to the conversion feature of the convertible note was included in additional paid-in capital on the consolidated balance sheet. Debt issuance costs of $7,500 and shares issued with the convertible debt valued at $80,000 were expensed in the statement of operations. After further review, the Company has determined that the proceeds should have been allocated based on the relative fair values of the convertible note and the shares at time of issuance, the resulting beneficial conversion of the convertible note recorded in additional paid-in capital, and debt issuance costs capitalized as deferred charges and amortized over the term of the convertible debt.

	The following table reflects the adjustment and restated amounts:

	As at November 30, 2009
	As Reported			Adjustment		As Restated
Consolidated Balance Sheet	$			$		$

Current assets
Debt issuance costs	-		a)	6,825		6,825

Total assets	3,145,399			6,825		3,152,224

Current liabilities
Convertible Debt	69,760		b)	(68,880	)	880

Total liabilities	3,026,981			(68,880	)	2,958,101

Stockholders’ Equity
Common stock	100,883,269		b)	(35,738	)	100,847,531
Additional paid-in capital	1,206,124		c)	24,522		1,230,646
Accumulated Deficit	(102,070,975	)	b)	86,921		(101,984,054	)

Total Stockholders’ Equity	118,418			75,705		194,123

F-32

Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2010
(Expressed in US dollars)

21.	Restatement (continued)

	For the year ended November 30, 2009
	As Reported		Adjustment		As Restated
Consolidated Statement of Operations	$		$		$

Operating expenses
		a)
Amortization of debt issuance costs	87,500	b)	(86,825	)	675

Total operating expenses	5,889,713		(86,825	)	5,802,888

Interest Expense	476	a)	(96	)	380

Net Loss	6,760,766		(86,921	)	6,673,845

	a)	To capitalized and amortize debt issuance costs.
	b)	To allocate proceeds from issuance of convertible debt and shares based on the relative fair values of the convertible note and the shares issued to debt holder at time of issuance.
	c)	To record beneficial conversion feature of convertible note.

F-33

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures and Internal Control Over Financial Reporting

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of November 30, 2010, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of November 30, 2010, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the three month period ended November 30, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Our current executive officers and directors are:

Name	Age	Position
Garry L. Anselmo (1)	67	Chairman of the Board of Directors; President, and Chief Executive Officer
Donald G. Balletto	66	Director and Chief Financial Officer
John R. Mackay	77	Secretary

(1)

Member of Silverado’s Compensation Committee

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

Garry L. Anselmo

Mr. Anselmo is presently the chairman of our board of directors as well as our president and chief executive officer. Mr. Anselmo has been the chairman of our board of directors and our chief operating officer since 1973. Mr. Anselmo has been our president and chief executive officer from 1973 to 1994 and from 1997 to present. Mr. Anselmo was our chief financial officer from 1973 to 1994 and from 1997 to June 2009.

Mr. Anselmo founded Tri-Con Mining Ltd., a private exploration service company in 1968, and is currently a shareholder, director, and president of Tri-Con Mining Ltd. He is also the chairman and director of Tri-Con Ltd.’s United States operating subsidiaries, Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. Mr. Anselmo obtained his Bachelor of Arts degree from Simon Fraser University in British Columbia, Canada.

Mr. Anselmo studied Geology & Geochemistry at the University of British Columbia.

Mr. Anselmo was appointed to our board of directors due to his experience in mineral exploration and as an executive of mineral exploration companies.

Donald G. Balletto

Mr. Balletto has been one of our directors and our chief financial officer since June 2009. Mr. Balletto graduated from Cal State University in 1969 with a Bachelor of Science in Business Administration (Accounting). He began his professional career in 1970 as an accountant with Rooney, Ida, Nolt & Ahern, Certified Public Accountants, Oakland, California. He worked with Canada Safeway from 1973 until 2006 when he retired as Director of Labour Relations, BC Division Canada Safeway Ltd., Vancouver, BC. Upon retirement from Canada Safeway executive, he has worked as an independent consultant to industry through his company “Labour Relations Solutions”, which is wholly independent from Silverado Gold Mines Ltd. and its subsidiaries Silverado Gold Mines Inc. and Silverado Green Fuel Inc.

Mr. Balletto was appointed to our board of directors due to his experience in accounting and labour relations. Mr Balletto is assisting us in our on-going attempt to become a successful mineral producer. He is working with us in developing and maintaining a internal controls over financial reporting, including accurate XBRL disclosure.

John R. Mackay

Mr. Mackay has served as our corporate secretary since June 1998. Mr. Mackay is a lawyer who practiced as a sole practitioner from March 1993 to 1998, prior to joining Silverado. Prior to 1993, Mr. Mackay was a lawyer and partner in the law firm Davis and Company, Barristers and Solicitors, of Vancouver, British Columbia where he practiced for 35 years, and through Davis and Co., was our counsel from 1972 until retirement. He serves as the Company’s secretary.

Mr. Mackay was appointed as our Secretary due to his experience as a corporate and securities counsel for Silverado since 1972. Mr. Mackay continues to assist us in ensuring legal compliance with all of our corporate endeavours.

Family Relationships

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

Involvement in Certain Legal Proceedings

None.

Terms of Office

Our directors are elected to hold office until the next annual meeting of our shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors to hold office until their successors are appointed. The last annual meeting of our shareholders was held on December 9, 2008.

Audit Committee

Our audit committee was comprised of Stuart McCulloch and Gary Anselmo. In July 31, 2011, Mr. McCulloch passed away. Since that time, Mr. Anselmo has been the sole member of our Audit Committee. Our board of directors has determined that the members of our audit committee are not independent as that term is defined in Rule 121 of the American Stock Exchange listing standards. Our board of directors has determined none of the directors on our audit committee presently meets the definition of a “financial expert” based on their respective experience and qualification. Our audit committee presently does not include a member who has been determined by our board of directors to qualify as a “financial expert”. Our board of directors is presently looking for a suitable candidate to join as a member of our board of directors and who would meet the definition of “financial expert”. We were unable to identify such a candidate during our most recent fiscal year.

Compensation Committee Interlocks and Insider Participation

Our compensation committee consisted of Garry L. Anselmo and Stuart McCulloch. In July 31, 2011, Mr. McCulloch passed away. Since that time, Mr. Anselmo has been the sole member of our compensation committee. Mr. Anselmo serves as the chairman of the compensation committee. The compensation committee has overall responsibility for approving and evaluating the executive officer compensation plans, policies and programs of the Company and administering the Company’s equity compensation plans.

Code of Ethics

We have adopted a Code of Ethics that meets the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. Our Code of Ethics can be reviewed on our corporate website located at www.silverado.com. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website at www.silverado.com or in a report on Form 8-K filed with the SEC.

Section 16(a) Beneficial Ownership Reporting Compliance

Based on its review of any copies of Forms 3, 4, and 5 (and any amendments thereto) received by the Company with respect to its most recent fiscal year, the Company believes that all applicable filing requirements were complied with by reporting persons.

ITEM 11. EXECUTIVE COMPENSATION.

Executive Compensation

The following summary compensation table sets forth certain compensation information for the Company’s named executive officer. No other named executive officer of the Company received compensation in excess of $100,000 during the fiscal year ended November 30, 2010.

SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
Garry L Anselmo, Principal Executive Officer, President, Director	2010	0	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0	0

We are party to a severance agreement with Mr. Anselmo. The agreement provides for severance arrangements if a change of control of the Company occurs, as defined, and he is terminated. The compensation payable to Mr. Anselmo would include a lump sum payment of $4,000,000 plus the amount of annual bonuses that Mr. Anselmo would be entitled to receive for the eighteen month period following termination, plus benefits for the eighteen month period following termination.

Outstanding Equity Awards At Fiscal Year-End

The following table sets forth information regarding outstanding equity awards of our named executive officer at our fiscal year ended November 30, 2010.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options ( # ) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)
Garry L. Anselmo, Principal Executive Officer, President	10,000,000	0	0	0.07	January 11, 2013	0	0	0	0
	15,000,000	0	0	0.05	January 4, 2013	0	0	0	0
	6,000,000	0	0	0.05	July 11, 2011	0	0	0	0
	2,500,000	0	0	0.03	January 8, 2011	0	0	0	0
Total	33,500,000	0	0			0	0	0	0

Director Compensation

The following table sets forth compensation information for the Company’s directors during fiscal year 2010.

Name (a)	Fees earned or paid in cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
Stuart C. McCulloch	0	0	0	0	0	0	0
Robert Dynes	0	0	0	0	0	0	0
Donald G. Balletto	0	0	0	0	0	0	0

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning the Company’s common shares owned beneficially as of August 31, 2011 by: (i) each person (including any “group”) known by the Company to own beneficially more than five percent (5%) of any class of the Company’s voting securities, (ii) each director and named executive officer of the Company, and (iii) all directors and executive officers of the Company as a group. As of August 31, 2011, no person is known to us to beneficially own more than 5% of our outstanding common shares. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares listed.

Title of Class	Name and Address of Beneficial Owner	Number of Common Shares	Percentage of Common Shares⁽¹⁾
Common Shares	Garry L. Anselmo, Director, President, Chief Executive Officer	35,050,007 (2)	1.2%
Common Shares	Donald Balletto, Chief Financial Officer	Nil	Nil
Common Shares	All Directors and Named Executive Officers as a Group (2 persons)	35,050,007 (3)	1.2%

	(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 31, 2011. As of August 31, 2011, there were 2,914,377,244 common shares of the Company issued and outstanding.

	(2)	Consists of 4,050,000 shares held by Garry L. Anselmo, 7 shares beneficially owned through Tri-Con Mining Ltd, and 31,000,000 shares that can be acquired by Mr. Anselmo upon exercise of options to purchase shares held by Mr. Anselmo within 60 days of the date hereof.

	(3)	Consists of 4,083,407 shares held by the named individuals and 37,600,000 shares that can be acquired by them upon exercise of options to purchase shares held by them within 60 days of the date hereof.

Changes in Control

We are not aware of any arrangement that may result in a change in control of the Company.

Securities Authorized For Issuance Under Equity Compensation Plans

Set forth in the table below is information regarding outstanding equity awards made under equity compensation plans through November 30, 2010, the end of the most recently completed fiscal year.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights		Weighted average exercise price of outstanding options, warrants, and rights	Number of securities available for future plan issuance
Equity compensation plans approved by security holders	N/A		N/A	N/A
Equity compensation plans not approved by security holders

2010-I Equity Compensation Plan	N/A		N/A	2,848,964
2009-III Equity Compensation Plan	N/A		N/A	N/A
2009-II Equity Compensation Plan	N/A		N/A	N/A
2009 Equity Compensation Plan	N/A		N/A	N/A
2007-I Equity Compensation Plan	N/A		N/A	N/A
2007 Stock Option Plan	12,700,000	$	0.07	N/A
Equity Compensation Plans Prior to 2007	31,600,000	$	0.05	N/A

During the fiscal year ended November 30, 2010, there were no stock options granted under any equity compensation plan. Pursuant to several consulting and other agreements, the Company issued an aggregate of 290,802,188 shares of the Company’s common stock under equity compensation plans in payment of consulting fees and other expenses, valued at the fair market price on effective dates of the consulting agreements or based on the terms in the agreements.

During the fiscal year ended November 30, 2009, there were no stock options granted under any equity compensation plan. Pursuant to several consulting and other agreements, the Company issued an aggregate of 213,319,102 shares of the Company’s common stock under 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 or based on the terms in the agreements.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Service Agreements

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 Garry L. Anselmo (their sole shareholder), 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 the Company’s fieldwork and to provide administrative and management services. Under the current contracts dated January 1, 1997, Tri-Con Group has billed the Company cost plus 25% for exploration and cost plus 15% for development and mining. The term “cost” means out-of-pocket or actual cost incurred by Tri-Con Group 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 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 CDN $10,000 per month to Tri-Con Mining Ltd. and US $10,000 per month to Tri-Con Mining Inc., respectively.

During the fiscal year ended November 30, 2010, 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; and administration services. During the fiscal year ended November 30, 2010, there were nominal exploration activities due to the Company’s cash flow constraints and consequently the Tri-Con Group waived the US $10,000 monthly fee and the CDN $10,000 monthly fee for the year ended November 30, 2010 for a total of US $235,505. As of November 30, 2010, the Company owed $849,026 to the Tri-Con Group for exploration and administration services performed on behalf of the Company.

For the fiscal year ended November 30, 2009, the Tri-Con Group’s services focused mainly on corporate planning, drilling, 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. During the fiscal year ended November 30, 2009, Tri-Con Mining Inc. forgave $600,000 of current year billings to the Company in recognition of the Company’s cash flow constraints. As of November 30, 2009, after the adjustment of $600,000, Silverado owed $1,064,046 to the Tri-Con Group for exploration and administration services rendered. The amounts are non-interest bearing and due on demand.

The following is a summary of the aggregate amounts billed by the Tri-Con Group for disbursements and for services rendered by the Tri-Con Group personnel during the fiscal years ended November 30, 2010 and 2009:

		2010		2009
Mineral exploration and administration services	$	–	$	1,566,374
General administration and management services		148,036		552,227
Amounts forgiven by Tri-Con Group		–		(600,000	)
	$	148,036	$	1,518,601

Amount of total charges in excess (less than) of the cost	$	20,938	$	(32,780	)

Percentage of excess(shortage) of the cost charged over total amount billed		14.14%		(2.16	)%

Stock Option Grants

No stock options were granted to directors or executive officers during the fiscal years ended November 30, 2010 and 2009.

Director Independence

As our common stock is currently traded on the OTC Bulletin Board, we are not subject to the rules of any national securities exchange which require that a majority of a listed company’s directors and specified committees of the board of directors meet independence standards prescribed by such rules. For the purpose of preparing the disclosures in this Report on Form 10-K regarding director independence, we have used the definition of “independent director” set forth in the Marketplace Rules of The NASDAQ, which defines an “independent director” generally as a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Consistent with these standards, we believe that we do not have any independent directors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth information regarding the amount billed to us by our former independent auditor, Mallah Furman for each of our last two fiscal years:

		Fiscal years ended
		November 30
		2010		2009
Audit Fees:	$	56,000	$	51,600
Audit Related Fees:	$	51,310	$	38,158
Tax Fees:		--		--
All Other Fees:		6,600		5,004
Total:	$	113,910	$	94,762

Audit Fees

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

Audit-Related Fees

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

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

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

Discussions with Audit Committee

Our audit committee discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors’ independence. The audit committee also discussed with management and the independent auditors the quality and adequacy of its internal controls. The audit committee reviewed with the independent auditors their management letters.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Number	Description of Exhibit

3.1	Articles of Incorporation of the Company (1)
3.2	Amendment to Articles of Incorporation of the Company (2)
3.3	Altered Memorandum of the Company (3)
3.4	Amendment to Articles of Incorporation of the Company (7)
4.1	Share certificate representing common shares of the capital of the Company (1)
10.1	Agreement for Conditional Purchase and Sale of Mining Property between the Company and Roger C. Burggraf dated October 6, 1978 – Grant Mine Property (1)
10.2	Agreement for Conditional Purchase and Sale of Mining Property between the Company and Paul Barelka, Donald May and Mark Thoennes dated May 12, 1979 – St. Paul Property (1)
10.3	Lease of Mining Claims with Option to Purchase between the Company and Alaska Mining Company, Inc. dated February 3, 1995 – Hammond Property (4)
10.4	Change of Control Agreement between the Company and Garry L. Anselmo dated May, 1995⁽⁶⁾
10.5	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	Indemnity Agreements between the Company and Garry L. Anselmo, Stuart C. McCulloch, Donald G. Balletto, Robert M. Dynes and John Mackay, each dated December 23, 2009 (17)
10.19	2009 Equity Compensation Plan (18)
10.20	2009-II Equity Compensation Plan (19)
10.21	Equity Line of Credit Agreement between the Company and Ashborne Finance Ltd.⁽²⁰⁾
10.22	Consulting Agreement between the Company and 1315781 Ontario Inc. (21)
10.23	Note Purchase Agreement between the Company and St. George Investments, LLC. (22)
10.24	2009-III Equity Compensation Plan (23)
10.25	2010-I Equity Compensation Plan (24)
14.1	Code of Ethics (9)
23.1*	Consent of Manning Elliot, LLP
23.2*	Consent of Thomas K. Bundtzen
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 exhibits to the Company’s Current Report on Form 8-K filed on December 23, 2009.
(18)	Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on January 29, 2009.
(19)	Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on June 1, 2009.
(20)	Filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 12, 2009.
(21)	Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on October 15, 2009.
(22)	Filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 28, 2010.
(23)	Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on December 16, 2009.
(24)	Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on June 9, 2010.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: December 12, 2011	By: /s/ Garry L. Anselmo
	Garry L. Anselmo,
	President and Chief Executive Officer (Principal
	Executive Officer)

Date: December 12, 2011	By: /s/ Donald G. Balletto
	Donald G. Balletto,
	Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: December 12, 2011	By: /s/ Garry L. Anselmo
	Garry L. Anselmo,
	Director, President, Chief Executive Officer (Principal Executive
	Officer)

Date: December 12, 2011	By: /s/ Donald G. Balletto
	Donald G. Balletto,
	Director, Chief Financial Officer (Principal Financial Officer)

Attached files

SILVERADO GOLD MINES LTD Reports

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