Silverado Gold Mines Ltd. (fka SLGLF)

[nerachal]

8K

SILVERADO GOLD MINES LTD.
This Current Report on Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission
(collectively, the “Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently
available to, the Registrant’s management, as well as estimates and assumptions made by the Registrant’s management. When used in the
Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar
expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the
current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the
Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of
these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Item 3.02 Unregistered Sales of Equity Securities
Regulation D
On September 20, 2010, Silverado Gold Mines Ltd. (the “Registrant”) completed the sale and issuance of 500,000 shares of its restricted
common stock under Rule 506 of Regulation D of the Securities Act of 1933 (the “Act”) to one accredited investor following such investor’s
exercise of common stock purchase warrants. The per share exercise price of such shares was US $0.00233, resulting in a purchase price of US
$1,165.
On October 12, 2010, the Registrant completed the sale and issuance of 3,835,050 shares ofits restricted common stock under Rule 506 of
Regulation D of the Act to one accredited investor following such investor’s conversion of a convertible promissory note. The per share
conversion price of such shares was US $0.001885, resulting in a conversion price of US $7,229.07.
On October 14, 2010, the Registrant completed the sale and issuance of 14,087,347 shares of its restricted common stock under Rule 506 of
Regulation D of the Act to one accredited investor following such investor’s conversion of a convertible promissory note. The per share
conversion price of such shares was US $0.001885, resulting in a conversion price of US $26,554.65.
On October 14, 2010, the Registrant entered into two Regulation D Subscription Agreements pursuant to which it sold and issued an aggregate
of 14,945,484 units under Rule 506 of Regulation D of the Act to two accredited investors for the aggregate purchase price of US $44,836. Each
such unit consists of one share of the Registrant’s restricted common stock and one warrant exercisable for a period of one year for the purchase
of one share of the Registrant’s restricted common stock at a per share exercise price of US $0.01.
On October 21, 2010, the Registrant completed the sale and issuance of 1,000,000 shares of its restricted common stock under Rule 506 of
Regulation D of the Act to one accredited investor following such investor’s exercise of common stock purchase warrants. The per share
exercise price of such shares was US $0.00233, resulting in a purchase price of US $2,330.