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

FORM 20-F (Mark
One)  REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
OF 1934orX

ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007orTRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934orSHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934  Date
of event requiring this shell reportFor
the transition period from

toCommission
file number:
0-30150  Buffalo Gold Ltd.
(Exact name of Company as specified in its charter)

Not applicable
(Translation of Companys name into English)

Province of Alberta, Canada
(Jurisdiction of incorporation or organization)

1111 West Georgia Street, 24th Floor,
Vancouver, BC V6E 4M3
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section
12(b) of the Act.Common Shares Without Par Value

TSX Venture Exchange(Title of Class)

(Name of exchange on which
registered)


Securities
registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares Without Par Value
(Title of Class)

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.

None
(Title of Class)

Indicate
the number of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by this
annual report.

97,793,619 common shares without par value  Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.


Yes
X
NoIf
this report is an annual or transitional report, indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.

X
Yes

NoIndicate
by check mark whether the Company (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 Company 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 is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 pf the
Exchange Act. (Check one)  Large
accelerated filer

Accelerated filer

Non-accelerated filer
X  Indicate
by check mark which financial statement item the Company has elected to
follow.Item 17
X

Item 18  If
this is an annual report, indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes
X
No  (APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)  Indicate
by check mark whether the Company has filed all documents and reports
required to be filed by Sections 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


Not
Applicable
X  The
information set forth in this Annual Report on Form 20-F is as at December
31, 2007 unless an earlier or later date is
indicated.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
1 ______________________________________________________________________________________________________





Financial
information is presented in accordance with accounting principles
generally accepted in Canada.  Measurement differences between
accounting principles generally accepted in Canada and in the United
States, as applicable to the Company, are set forth in Item 5 of this
Annual Report and in Note 27 to the accompanying financial statements of
the Company.

Statements in this Annual Report regarding expected
completion dates of feasibility studies, anticipated commencement dates of
mining or metal production operations, projected quantities of future
metal production and anticipated production rates, operating efficiencies,
costs and expenditures are forward-looking statements.  Actual
results could differ materially depending upon the availability of
materials, equipment, required permits or approvals and financing, the
occurrence of unusual weather or operating conditions, the accuracy of
reserve estimates, lower than expected ore grades or the failure of
equipment or processes to operate in accordance with specifications.
 See Risk Factors for other factors that may affect the Companys
future financial performance.       ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
2 ______________________________________________________________________________________________________





SECURITIES AND EXCHANGE COMMISSION FORM 20-F  TABLE OF CONTENTS
PAGESPART IITEM 1.
IDENTITY OF DIRECTORS, SENIOR
MANAGEMENT AND ADVISORS
9ITEM 2.
OFFER STATISTICS AND EXPECTED
TIMETABLE
9ITEM 3.
KEY INFORMATION
9A.
Selected Financial Data
9B.
Capitalization and
Indebtedness
11C.
Reasons for the Offer and Use
of Proceeds
11D.
Risk Factors
11ITEM 4.
INFORMATION ON THE COMPANY
15A.
History and Development of the
Company
15B.
Business Overview
19C.
Organizational Structure
20D.
Property, Plants and Equipment
21ITEM 4A.
UNRESOLVED STAFF
COMMENTS
46ITEM 5.
OPERATING AND FINANCIAL REVIEW
AND PROSPECTS
46A.
Operating Results
46B.
Liquidity and Capital Resources
52C.
Research and Development,
Patents and Licenses, etc.
53D.
Trend Information
53E.
Off-Balance Sheet
Arrangements
53F.
Tabular Disclosure of
Contractual Obligations
53G.
Safe Harbor
55ITEM 6.
DIRECTORS, SENIOR MANAGEMENT
AND EMPLOYEES
55A.
Directors and Senior
Management
55B.
Compensation
56C.
Board Practices
58D.
Employees
62E.
Share Ownership
62ITEM 7.
MAJOR SHAREHOLDERS AND RELATED
PARTY TRANSACTIONS
63A.
Major Shareholders
63B.
Related Party
Transactions
64C.
Interests of Experts and
Counsel
68ITEM 8.
FINANCIAL INFORMATION
68A.
Consolidated Statements and
Other Financial Information
68B.
Significant Changes
68ITEM 9.
THE OFFER AND LISTING
69A.
Offer and Listing
Details
69B.
Plan of Distribution
70C.
Markets
70D.
Selling Shareholders
70E.
Dilution
70F.
Expenses of the Issue
70  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
3 ______________________________________________________________________________________________________





ITEM 10.
ADDITIONAL INFORMATION
70A.
Share Capital
70B.
Memorandum and Articles of
Association
70C.
Material Contracts
71D.
Exchange Controls
71E.
Taxation
74F.
Dividends and Paying
Agents
82G.
Statements by Experts
82H.
Documents on Display
82I.
Subsidiary Information
82ITEM 11.
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
82ITEM 12.
DESCRIPTION OF SECURITIES OTHER
THAN EQUITY SECURITIES
83PART IIITEM 13.
DEFAULTS, DIVIDEND ARREARS AND
DELINQUENCIES
83ITEM 14.
MATERIAL MODIFICATIONS TO THE
RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
83ITEM 15.
CONTROLS AND PROCEDURES
84ITEM 16.
RESERVED
85ITEM 16A.
AUDIT COMMITTEE FINANCIAL
EXPERT
85ITEM 16B.
CODE OF ETHICS
85ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND
SERVICES
85ITEM 16D.
EXEMPTIONS FROM THE LISTING
STANDARDS FOR AUDIT COMMITTEES
86ITEM 16E.
PURCHASES OF EQUITY SECURITIES
BY THE ISSUER AND AFFILIATED PURCHASERS
86PART IIIITEM 17.
FINANCIAL STATEMENTS
86ITEM 18.
FINANCIAL STATEMENTS
87ITEM 19.
EXHIBITS
87SIGNATURES
262CERTIFICATIONS
263  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
4 ______________________________________________________________________________________________________





GLOSSARY
OF MINING TERMS  The
following is a glossary of some of the terms used in the mining industry and
referenced in this annual report:  Term
ExplanationAllochthonous
Rocks
or materials which have formed at a different place than where they are
currently found; having a foreign origin.Alluvial
A
general term for clay, silt, sand, gravel or similar unconsolidated
detrital material deposited during comparatively recent geological time by
a stream or other body of running water.Alluvium
Detrital
deposits created by streams on riverbeds, flood plains and alluvial fans.
 A deposit of silty clay laid down, often during periods of
flooding.Argillite
A
compact rock derived from mudstone or shale that is more highly indurated
than either of these rocks.  Argillite also lacks the fissility of
shale or the cleavage of slate.Arsenopyrite
A
tin-white or steel-gray orthorhombic mineral comprised of iron, arsenic
and sulphur (FeAsS).  It commonly occurs in crystalline rocks as
disseminations and within veins, often associated with lead and silver
veins.  It is the principal ore of Arsenic.Autochthonous
Rocks
or materials which are presently located in their place of
origin.Bornite
A
red-brown isometric mineral comprised of copper, iron and sulphur
(Cu5FeS4).  Bornite readily tarnishes to iridescent blue or purple,
often referred to as peacock ore.   It is an important Copper
ore.Breccia
A
general term applied to rock formations consisting mainly of angular
fragments hosted by a fine-grained matrix.Calcareous
The
term calcareous, when applied to a rock name, implies that as much as 50%
of the rock is comprised of calcium carbonate (Ca
CO3).Chalcopyrite
A
bright brass-yellow tetragonal mineral comprised of copper, iron and
sulphur (CuFeS2).  It commonly occurs as disseminations,
veins and masses.  It is the principal ore of Copper.Chargeability
An
electrical survey parameter identifying the conductive nature of geologic
units subjected to an introduced electrical charge.  In geophysical
survey methods, chargeability is most often a measure of sulphide content
as well as differing geologic units.Chert
A
hard, dense, compact crytocrystalline sedimentary rock comprised chiefly
of extremely fine grained interlocking crystals of quartz.  It
displays a distinctive conchoidal fracture and occurs in a variety of
colors.  The term flint is synonymous.Coeval
A
term applying to items having the same age or date of origin.Colluvial
A
general term applied to any loose, heterogeneous and incoherent mass of
soil material or rock fragments deposited chiefly by mass-wasting, usually
at the base of a steep slope or cliff.Comagmatic
Igneous
rocks displaying a common set of chemical and mineralogical features.
 As such, they are regarded as having derived from the same parent
magma.Conglomerate
A
coarse grained, clastic sedimentary rock composed of rounded to
sub-angular fragments larger than two millimetres in diameter, within a
fine grained matrix of sand or silt.  It is commonly cemented by
calcium carbonate, iron oxide, silica or hardened
clay.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
5 ______________________________________________________________________________________________________





Dilatant
structure
An
increase in bulk volume during deformation, caused by a change from close
packed structure to open-packed structure, accompanied by an increase in
the pore volume.Diorite
A
group of plutonic rocks intermediate in composition between acidic and
basic.Drilling
within solids
Drilling
within the 3-D shape that defines the volumetric limits of a mineralized
zone.Dyke
A
tabular body of igneous rock that cuts across the structure of adjacent
rocks or cuts across massive rocks.  Due to its cross-cutting nature,
it has clear implications regarding the timing of geologic
events.Epithermal
Refers
to a mineral deposit formed by precipitation of ore minerals in open
spaces from watery fluids within about 1 kilometre of the earths surface
and in the temperature range of 50° to 200° Celsius, occurring mainly as
veins.Feasibility
Study
A
detailed report showing the feasibility of placing a prospective ore body
or deposit of the minerals within a mineral property into production,
which report typically includes, among other things, the specific portion
or portions of the property that should be included, in a development
block, conclusions and recommendations regarding any adjustments that
should be made to the boundaries of a development block, a description of
the work to be performed in order to develop the mineral resources within
the development block and to construct a mine or mines and related
facilities on the development block, the estimated capital and operating
costs thereof, a proposed schedule for the timing of development and mine
construction, and the information obtained and evaluations made in respect
thereof.Galena
A
gray metallic mineral comprised of lead and sulphur (PbS).  It is
distinguished by its, perfect cubic cleavage, relative softness and
heaviness.  Galena occurs as disseminations, veins (often associated
with silver) and occasionally masses.  It is the principal ore of
Lead.Gangue
The
valueless rock or mineral aggregates within an ore body that cannot be
avoided during the mining process.  Gangue is not economically
desirable material that is separated from the ore during the mine
concentration process.g/t
Grams
per tonne.GPS
Surveying
Global
Positioning System method of surveying.Grade
cutting
Grade
cutting indicates that assay values in excess of a defined grade are
reduced to that defined grade or upper limit.Hydrothermal
Of
or pertaining to hot water, the action of hot water, or the products of
such action including mineral deposition precipitated from a hot aqueous
solution.Induced
Polarization
A
geophysical survey technique that measured various electrical properties.
 This system introduces a strong electrical charge into the
sub-surface and then measures its charging intensity and strength at
various controlled stations over distance distribution.Karst
A
type of topography that is formed over limestone, dolomite, or gypsum by
dissolution, and that is characterized by sinkholes, caves, and
underground drainage.Magmatism
Referring
to the development and movement of magma, and its subsequent
solidification into igneous rock.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
6 ______________________________________________________________________________________________________





Mesothermal
Refers
to a mineral deposit formed by precipitation of ore minerals in open
spaces from watery fluids at considerable depth and in the temperature
range of 200° - 300° Celsius.Mineral
Deposit or Mineralized Material
A
mineralized body which has been delineated by appropriately spaced
drilling and/or underground sampling to support a sufficient tonnage and
average grade of metal(s).  Such a deposit does not qualify as a
reserve until a comprehensive evaluation based upon unit cost, grade,
recoveries and other material factors conclude legal and economic
feasibility.Mineralization
A
natural aggregate of one or more metallic minerals.Ounces
Troy
ounces.Plutonic
Pertaining
to igneous rocks formed at great depths by crystallization of magma or
chemical alteration.  These rocks are commonly coarse to medium
grained and displaying a granitoid texture.Pyrite
A
very common yellow isometric mineral comprised of iron and sulphur
(FeS2) that displays a brilliant metallic lustre and an absence
of cleavage.  It is the most common, widespread and abundant of the
sulphide minerals, and occurs in all rock types in various
forms.Pyrrhotite
A
common red-brown to bronze pseudohexagonal mineral comprised of iron and
sulphur (Fe1-xS).  This mineral is darker and softer than
pyrite.  Some forms are magnetic.  It commonly occurs as masses
with pentlandite (a nickel ore) and may contain considerable nickel, in
such cases mined as a nickel ore.Quartzite
A
granoblastic metamorphic rock consisting predominantly of quartz, formed
by the recrystallization of sandstone through the action of regional or
thermal metamorphic action.Reserves
That
part of a mineral deposit which could be economically and legally
extracted or produced at the time of the reserve determination.Resistivity
An
electrical survey parameter identifying the resistive nature of geologic
units subjected to an introduced electrical charge.  In geophysical
survey methods, resistivity identifies variations in alteration, structure
and geology.Roscoelite
A
vanadium rich mica mineral.Sinkholes
A
circular depression in a karst area.  Its drainage is
subterranean.Skarn
Rocks
primarily composed of lime-bearing silicates derived from nearly pure
limestones and dolomites that have been significantly altered during the
introduction of large amounts of iron, aluminum, silica and magnesium,
most often related directly to plutonic and magmatic events.  This
compositional and chemical change is often associated with the emplacement
and concentration of metallic minerals as well, creating skarn
deposits.Sphalerite
A
yellow, brown or black isometric mineral comprised of zinc, iron and
sulphur (Zn, Fe, and S) and is most distinguished by its resinous to
adamantine lustre and distinctive cleavage.  It occurs as
disseminations, veins and masses.  Sphalerite is one of the most
common Zinc ores.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
7 ______________________________________________________________________________________________________





Stibnite
A
lead gray mineral comprised of antimony and sulphur (Sb2S3) which has a
brilliant metallic lustre and perfect cleavage.  It is the principal
ore of Antimony.Stratigraphy
The
science of studying rock strata, concerning the characteristics and
attributes of rock strata formation.  This includes interpretation in
terms of origin and geologic history.  All classes of rocks,
consolidated or unconsolidated, fall within the general scope of
stratigraphy.  It is also the arrangement of strata (layered rocks)
relative to geographic position and chronological order of
sequence.Tenement
Refers
to an area of land held under the Papua New Guinea Mining Act 1992 as an
exploration licence; special mining lease; mining lease; alluvial mining
lease; lease for mining purposes; or mining easementTetrahedrite
A
metallic isometric mineral comprised of copper, iron, antimony and sulphur
((Cu,Fe)12Sb4S13).  It often
contains silver or other metals partially replacing copper in its make-up.
 It is an important copper and silver ore.Thrust
Faults
A
structural displacement (fault) displaying a dip angle of 45 degrees or
less over much of its extent, on which the hanging wall appears to have
moved upwards relative to the foot wall.  Horizontal compression
rather than vertical displacement is the characteristic feature.Tonne
A
metric unit of weight (2,204 pounds).Turbidites
Turbidites
are sediments deposited from a turbidity current (A density current
commonly occurring as a bottom-flowing movement that stirs up sediment
creating the density difference with the overlying undisturbed water).
 The deposits are characterized by graded bedding, moderate sorting
and well-developed primary structures, including
lamination.  All
disclosure about our exploration properties in this annual report conforms to
the standards of United States Securities and Exchange Commission Industry Guide
7, Description of Property by Issuers Engaged or to be Engaged in Significant
Mining Operations, other than disclosure of Mineral Resources, Measured
Mineral Resources, Indicated Mineral Resources and Inferred Mineral
Resources, which are Canadian geological and mining terms as defined in
accordance with Canadian National Instrument 43-101 under the guidelines set out
in the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM)
Standards.  In
this annual report references to Canadian National Instrument 43-101 are
references to National Instrument 43-101, Standards of Disclosure for Mineral
Projects, of the Canadian Securities Administrators and references to CIM
Standards are references to CIM Standards on Mineral Resources and Mineral
Reserves, adopted by the CIM Council on August 20, 2000 as may be amended from
time to time by the CIM.  Cautionary
Note to U.S. Investors concerning estimates of Measured Mineral Resources
and Indicated Mineral Resources.This
Annual Report uses the terms Measured Mineral Resources and Indicated
Mineral Resources. We advise U.S. investors that while such terms are
recognized and permitted under Canadian regulations, the U.S. Securities
and Exchange Commission does not recognize them. U.S. investors are
cautioned not to assume that any part or all of mineral deposits in these
categories will ever be converted into mineral reserves.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
8 ______________________________________________________________________________________________________





PART
I   ITEM
1. IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS  This
Form 20-F is being filed as an annual report under the Exchange Act and, as
such, there is no requirement to provide any information under this item.    ITEM
2. OFFER
STATISTICS AND EXPECTED TIMETABLE  This
Form 20-F is being filed as an annual report under the Exchange Act and, as
such, there is no requirement to provide any information under this item.    ITEM
3. KEY
INFORMATION    A. Selected
Financial Data  The
following tables summarize selected financial data for Buffalo Gold Ltd.
(Buffalo or the Company), stated in Canadian dollars, prepared in accordance
with Canadian generally accepted accounting principles (Canadian GAAP).
 The information in the table was extracted from the more detailed
financial statements and related notes included in Item 17 and should be read in
conjunction with these financial statements and with the information appearing
under the heading Item 5  Operating And Financial Review And Prospects.
 Note 27 of the financial statements of the Company included as part of
this Report on Form 20-F explains the measurement differences were such
information to be presented in conformity with generally accepted accounting
principles in the United States (US GAAP).  Results
for the year ended December 31, 2007 are not necessarily indicative of results
for future periods.  INFORMATION
IN ACCORDANCE WITH CANADIAN GAAP(1):  Year Ended December 312007
2006
2005
2004
2003(a)
Loss
before other items
$(13,934,300)
$(14,571,259)
$(1,418,515)
$(154,018)
$(800,584)(b)
Loss
before other items per share2
$(0.22)
$(0.42)
$(0.14)
$(0.04)
$(0.28)(c)
Loss
for the year
$(14,456,036)
$(13,671,215)
$(1,400,171)
$(80,703)
$(960,375)(d)
Total
assets
$104,961,292
$28,821,796
$3,800,642
$207,094
$47,490(e)
Net
assets
$57,395,819
$26,042,388
$3,332,975
$(475,249)
$(554,486)(f)
Share
capital3
$81,664,255
$40,045,572
$8,746,104
$4,392,709
$4,232,769(g)
Number
of common shares outstanding3
97,793,619
46,423,539
22,417,457
6,756,726
4,008,890    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
9 ______________________________________________________________________________________________________





INFORMATION
IN CONFORMITY WITH US GAAP(1):  Year Ended December 312007
2006
2005
2004
2003(a)
Sales
724,643
-
-
-
-(b)
Loss
before other items
$(14,621,914)
$(14,571,259)
$(1,418,515)
$(154,018)
$(800,584)(c)
Loss
before other items per share1
$(0.23)
$(0.43)
$(0.14)
$(0.04)
$(0.28)(d)
Loss
for the year
$(14,634,678)
$(13,966,015)
$(1,400,171)
$(80,703)
$(960,375)(e)
Total
assets
$104,273,678
$28,821,796
$3,800,642
$207,094
$47,490(f)
Net
assets
$56,781,405
$26,042,388
$3,332,975
$(475,249)
$(554,486)(g)
Share
capital2
$81,664,255
$40,045,572
$8,746,104
$4,392,709
$4,232,769(h)
Number
of common shares outstanding2
97,793,619
46,423,539
22,417,457
6,756,726
4,008,890  (1)
The
effect of potential share issuances pursuant to the exercise of options
and warrants would be anti-dilutive and, therefore, basic and diluted
losses are the same.(2)
Per
share numbers and the number of shares outstanding have been adjusted for
the one for ten consolidation of the Companys share capital in
2003.  Unless
otherwise specified, all monetary amounts in this annual report on Form 20-F are
expressed in Canadian dollars. On June 25, 2008, the exchange rate, based on the
noon buying rate published by the Bank of Canada, for the conversion of Canadian
dollars into United States dollars was US$1.00 = $1.01  The
following table sets out the high and low exchange rates for each of the last
six months (based on the Bank of Canada average monthly exchange rates)  2008
2007May
April
March
February
January
DecemberHigh
for period
1.0189
1.0270
1.0279
1.0190
1.0324
1.0217Low
for period
0.9844
1.0025
0.9798
0.9719
0.9905
0.9785  The
following table sets out the average exchange rates for the five most recent
financial years calculated by using the average of the noon exchange rate on the
last day of each month during the period (based on the Bank of Canada average
yearly exchange rate)  Year Ended December 312007
2006
2005
2004
2003Average
for the period
1.0748
1.1342
1.2085
1.2980
1.3918    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
10 ______________________________________________________________________________________________________





B. Capitalization
and Indebtedness  This
Form 20-F is being filed as an annual report under the Exchange Act and, as
such, there is no requirement to provide any information under this item.   C. Reasons
for the Offer and Use of Proceeds  This
Form 20-F is being filed as an annual report under the Exchange Act and, as
such, there is no requirement to provide any information under this item.   D. Risk
Factors  The
following is a brief discussion of those distinctive or special characteristics
of the Companys operations and industry which may have a material impact on, or
constitute risk factors in respect of, the Companys future financial
performance.  History
of Net Losses; Accumulated Deficit; Lack of Revenue from Operations The
Company has incurred net losses to date.  Its deficit as of December 31,
2007 was $34,449,380.  The Company has not yet had any revenue from the
exploration activities on its properties, nor has the Company yet found that
development activity is warranted on any of its exploration properties. The
Company, through its merger with Sargold Resource Corporation (Sargold) has a
development property but has continued to incur losses. There is no certainty
that the Company will operate profitably or provide a return on investment in
the future.  Mining
Operations in the Development Stage The
Companys mine is in the development stage and has not yet demonstrated economic
viability. The Company has not yet determined the optimal mining and processing
strategies for the Furtei Mine and may not be able to generate sufficient cash
flow from the sale of gold and other minerals to cover its costs.  Additional
Funding Requirements; Uncertainty of Additional Financing Cash
flow from operations has not in the past, and is not expected in the next few
years, to satisfy the Companys operational requirements and cash commitments.
 In the past, the Company has relied on sales of debt and equity securities
to meet most of its cash requirements. There can be no assurance that funding
from these sources will be sufficient in the future to satisfy operational
requirements and cash commitments.  The
Company now has sufficient financial resources to undertake preliminary
exploration programs on certain of its existing properties.  However, the
continued exploration and development of any property that the Company has or
might acquire depends upon the Companys ability to obtain financing through any
or all of the joint venturing of projects, debt financing, equity financing or
other means. There is no assurance that the Company will be successful in
obtaining the required financing.  Failure to obtain additional financing
on a timely basis could cause the Company to forfeit its interest in any
properties and reduce or terminate its operations on such properties.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
11 ______________________________________________________________________________________________________





Title
Matters While
the Company has diligently investigated title to all exploration concessions
and, to the best of its knowledge, title to all properties is in good standing;
this should not be construed as a guarantee of title.  Other parties
(including indigenous landowners) may dispute title to the exploration
properties in which the Company has an interest or the right to acquire an
interest.  The properties may be subject to prior unregistered agreements
or transfers or aboriginal land claims and title may be affected by undetected
defects.  In
particular, at the Mt. Kare Property in Papua New Guinea, there has been a
complicated series of title disputes and litigation in recent years, which has
in the past affected orderly exploration of the property. There can be no
assurance that additional title disputes will not arise and in such event the
Company's ability to explore and exploit the Mt. Kare Property could be
adversely affected by factors unrelated to the geological potential of the
property.  (For further detail, see Item 4D. Information on the Company -
Property, Plants and Equipment - Mt. Kare Property.)  Under
the terms of EL 1093 and EL 1427, the exploration licences which comprise the
Mt. Kare Property, the Government of Papua New Guinea may, at any time prior to
commencement of mining, purchase up to a 30% equity interest in any mineral
discovery on the property which would cause dilution of the Company's interest
in this property.  Exploration
Activities Are Inherently Risky The
business of exploring for minerals and mining involves a high degree of risk.
 Few properties that are explored are ultimately developed into producing
mines.  In developing its mineral deposits, the Company will be subjected
to an array of complex economic factors and accordingly there is no assurance
that a positive feasibility study or any projected results contained in a
feasibility study of a mineral deposit will be attained.  Technical
considerations, delays in obtaining governmental approvals, inability to obtain
financing or other factors could cause delays in developing properties.
 Such delays could materially and adversely affect the financial
performance of the Company.  The
business of mining is subject to a variety of risks such as cave-ins and other
accidents, flooding, environmental hazards, the discharge of toxic chemicals and
other hazards.  Such occurrences may delay production, increase production
costs or result in liability.  However, the Company may become subject to
liability for hazards against which it cannot insure itself or which it may
elect not to insure against because of premium costs or other reasons.  In
particular, the Company is not insured for environmental liability or earthquake
damage.  In
order to develop properties which the Company might acquire, it may be necessary
to build the necessary infrastructure facilities including, electricity,
transportation, etc., the costs of which could be substantial.  Limited
Experience with Development-Stage Mining Operations The
Company has limited experience in operating and developing mines, and its
ability to continue to do so will be dependent upon using the services of
appropriately experienced personnel or entering into agreements with other major
resource companies that can provide such expertise.  There can be no
assurance that the Company will have available to it the necessary expertise
when and if the Company places its resource properties into production.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
12 ______________________________________________________________________________________________________





Competition Significant
and increasing competition exists for the limited number of mineral property
acquisition opportunities available.  As a result of this competition, some
of which is with large, established mining companies with substantial
capabilities and greater financial and technical resources than the Company, the
Company may be unable to acquire additional attractive mineral properties on
terms it considers acceptable.  Accordingly, there can be no assurance that
the Companys exploration and acquisition programs will result in any commercial
mining operation. Conflicts
of Interest Certain
of the directors of the Company are directors of other reporting companies or
have significant shareholdings in other mineral resource companies and, to the
extent that such other companies may participate in ventures in which the
Company may participate, the directors of the Company may have a conflict of
interest in negotiating and concluding terms respecting the extent of such
participation.  In the event that such a conflict of interest arises at a
meeting of the directors of the Company, a director who has such a conflict will
abstain from voting for or against the approval of such participation or such
terms.  In appropriate cases the Company will establish a special committee
of independent directors to review a matter in which several directors, or
management, may have a conflict.  In accordance with the laws of the
Province of Alberta, the directors of the Company are required to act honestly,
in good faith and in the best interests of the Company.  In determining
whether or not the Company will participate in a particular program and the
interest therein to be acquired by it, the directors will primarily consider the
potential benefits to the Company, the degree of risk to which the Company may
be exposed and its financial position at that time.  Other than as
indicated, the Company has no other procedures or mechanisms to deal with
conflicts of interest.  Stock
Subject to Penny Stock Rules The
capital stock of the Company would be classified as penny stock as defined in
Reg. § 240.3a51-1 promulgated under the Securities Exchange Act of 1934 (the
1934 Act).  In response to perceived abuse in the penny stock market
generally, the 1934 Act was amended in 1990 to add new requirements in
connection with penny stocks.  In connection with effecting any transaction
in a penny stock, a broker or dealer must give the customer a written risk
disclosure document that (a) describes the nature and level of risk in the
market for penny stocks in both public offerings and secondary trading, (b)
describes the brokers or dealers duties to the customer and the rights and
remedies available to such customer with respect to violations of such duties,
(c) describes the dealer market, including bid and ask prices for penny
stock and the significance of the spread between the bid and ask prices, (d)
contains a toll-free telephone number for inquiries on disciplinary histories of
brokers and dealers, and (e) defines significant terms used in the disclosure
document or the conduct of trading in penny stocks.  In addition, the
broker-dealer must provide to a penny stock customer a written monthly account
statement that discloses the identity and number of shares of each penny stock
held in the customers account, and the estimated market value of such shares.
 The extensive disclosure and other broker-dealer compliance related to
penny stocks may result in reducing the level of trading activity in the
secondary market for such stocks, thus limiting the ability of the holder to
sell such stock.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
13 ______________________________________________________________________________________________________





Environmental
and Other Regulatory Requirements The
current or future operations of the Company, including development activities
and commencement of production on its properties, require permits from various
governmental authorities and such operations are and will be subject to laws and
regulations governing prospecting, development, mining, production, exports,
taxes, labour standards, occupational health, waste disposal, toxic substances,
land use, environmental protection, mine safety and other matters.
 Companies engaged in the development and operation of mines and related
facilities generally experience increased costs, and delays in production and
other schedules as a result of the need to comply with applicable laws,
regulations and permits.  There can be no assurance that approvals and
permits required to commence production on its various properties will be
obtained.  Additional permits and studies, which may include environmental
impact studies conducted before permits can be obtained, may be necessary prior
to operation of the properties in which the Company has interests and there can
be no assurance that the Company will be able to obtain or maintain all
necessary permits that may be required to commence construction, development or
operation of mining facilities at these properties on terms which enable
operations to be conducted at economically justifiable costs.  The
Companys potential mining and processing operations and exploration activities
are subject to various laws governing land use, the protection of the
environment, prospecting, development, production, exports, taxes, labour
standards, occupational health, waste disposal, toxic substances, mine safety
and other matters.  Such operations and exploration activities are also
subject to substantial regulation under these laws by governmental agencies and
may require that the Company obtain permits from various governmental agencies.
 The Company believes it is in substantial compliance with all material
laws and regulations which currently apply to its activities.  There can be
no assurance, however, that all permits the Company may require for construction
of mining facilities and conduct of mining operations will be obtainable on
reasonable terms or that such laws and regulations would not have a material
adverse effect on any mining project the Company might undertake.  Failure
to comply with applicable laws, regulations, and permitting requirements may
result in enforcement actions, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions.  Parties engaged in mining operations may
be required to compensate those suffering loss or damage by reason of the mining
activities and may have civil or criminal fines or penalties imposed for
violations of applicable laws or regulations.  Amendments
to current laws, regulations and permits governing operations and activities of
mining companies, or more stringent implementation thereof, could have a
material adverse impact on the Company and cause increases in capital
expenditures or production costs or reduction in levels of production at
producing properties or abandonment or delays in development of new mining
properties.  To
the best of the Company's knowledge, it is currently operating in compliance
with all applicable environmental regulations.  Dividends All
of the Company's available funds will be invested to finance the growth of the
Company's business and therefore investors cannot expect and should not expect
to receive a dividend on the Company's common shares in the foreseeable
future.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
14 ______________________________________________________________________________________________________





Company's
Officers and Directors Resident Outside US; Potential Unenforceability of Civil
Liabilities and Judgments The
Company and substantially all of its officers and all of its directors are
residents of countries other than the United States, and all of the Company's
assets are located outside the United States.  As a result, it may not be
possible for investors to effect service of process within the United States
upon such persons or enforce in the United States against such persons judgments
obtained in United States courts, including judgments predicated upon the civil
liability provisions of United States federal securities laws or state
securities laws.  The
Company believes that a judgment of a United States court predicated solely upon
civil liability under United States securities laws would probably be
enforceable in Canada if the United States court in which the judgment was
obtained has a basis for jurisdiction in the matter that was recognized by a
Canadian court for such purposes.  However, there is doubt whether an
action could be brought in Canada in the first instance on the basis of
liability predicated solely upon such laws.  If
the Company is Unable to Successfully Develop and Subsequently Generate
Sufficient Cash Flow from its Properties, the Company Could be Treated as a
Passive Foreign Investment Company for US Tax Purposes, Possibly Resulting in
Additional Taxes to Its US Stockholders and Less Liquidity for the Stock The
Company, as a foreign corporation with United States stockholders, could
potentially be treated as a passive foreign investment company (PFIC) for US
tax purposes.  United States stockholders owning shares of a PFIC can be
subject to adverse tax consequences.  In general, the Company would be
considered a PFIC if 75% or more of its gross income in a taxable year is
passive income such as dividends and interest; or, the average percentage of the
Companys assets (by value) during the taxable year which produce passive income
or which are held for production of same is at least 50%.  A United States
stockholder owing shares of a PFIC, who does not make certain elections for tax
purposes, is subject to an additional tax and to an interest charge based on the
value of deferral of tax for the period during which the common shares of the
PFIC are owned.  Also, gain realized on the disposition of common shares of
the PFIC would be treated as ordinary income rather than capital gains.  If
United States stockholders are subject to adverse tax consequences related to
their ownership of the Companys stock, they might be less willing to acquire
the stock, which could result in reduced market activity and liquidity for the
stock.    ITEM
4. INFORMATION
ON THE COMPANY   A. History
and Development of the Company  The
Company is an Alberta corporation and is in the business of the acquisition,
exploration, exploration management, development and sale of mineral properties,
with the primary aim of developing properties to a stage where they can be
exploited for a profit. At that stage, the Company's operations are dependent on
the prevailing market prices for the minerals produced by such operations.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
15 ______________________________________________________________________________________________________





The
Company was formed on December 1, 1998 by the amalgamation of TLT Resources Inc.
(TLT) and Buffalo Diamonds Ltd. (BDL) pursuant to the provisions of the
Alberta Business Corporations Act.  TLT was incorporated on January 30,
1992 in the Province of Alberta, Canada under the name 517003 Alberta Ltd.
 On February 27, 1992, it changed its name to Tenga Laboratories Inc.
 On August 6, 1998, it changed its name to TLT Resources Ltd. at which time
its share capital was consolidated on a 1 for 10 basis.  BDL was formed on
May 4, 1998 by the amalgamation of two non-reporting Alberta corporations
pursuant to the provisions of the Alberta Business Corporations Act, Buffalo
Diamonds Ltd. (incorporated on March 6, 1998 in the Province of Alberta) and
656405 Alberta Ltd. (incorporated on May 30, 1995 in the Province of Alberta).  In
October 2007, the Company and Sargold merged and all outstanding securities of
Sargold were exchanged for common shares, common share purchase warrants and
options of Buffalo. Through this transaction, the Company acquired a
development-stage mine and several gold exploration properties in Sardinia,
Italy. The Companys main operating subsidiary in Italy is Sardinia Gold Mines
SpA (SGM).  Under
the terms of the transaction, securityholders of Sargold received one common
share, common share purchase warrant or option of Buffalo in exchange for each
3.5 Sargold common shares, common share purchase warrants or options which they
hold immediately prior to the effective date of the transaction. This
represented an approximately 80% premium to market on Sargold shares, based on
the July 11, 2007 closing price of the shares of both companies. Following
completion of the Transaction, Sargold shareholders held 24% equity ownership in
the merged company.  As
part of the merger with Sargold, the Company assumed a commitment to issue
shares, with a value of $333,334, in two equal tranches on each of December 22,
2007 and 2008. The 2007 obligation equates to 280,112 common shares of the
Company, which were issued in June 2008. The 2008 issuance of shares will be
based on the greater of: (i) an amount equal to the weighted average trading
price of the Companys common shares on the Exchange for the 30 trading days
immediately preceding December 18, 2008; and (ii) $0.595.  The
head office and principal office address of the Company is located at 1111 West
Georgia Street, 24th Floor, Vancouver, BC V6E 4M4, Canada.  Its
telephone number is 604-685-5492.  After
the year ended December 31, 2007, the Company was primarily engaged in (1)
continuing to develop and expand production at its Furtei mine and (2)
developing and implementing drilling programs for the Mt. Kare Property. In 2007
and 2008 Buffalo also made strategic investments in other junior gold companies:
Kinbauri Gold Corp. (Kinbauri) and AMI Resources Inc. (AMI). As part of the
strategy to focus on being a gold producer, the Company completed the sale of
its uranium properties to Bondi Mining Ltd. (Bondi) in exchange for an equity
stake in Bondi.  Sargold
Properties Through
the merger with Sargold, Buffalo acquired several resources properties in
Sardinia, Italy. The Company holds exploration prospects at Monte Ollasteddu and
a 90% interest in the various assets including a mine and full processing plant
at Furtei, and advanced exploration properties at Osilo. Sardinia has a long
history of mining including the production of tin, alumina, industrial minerals,
coal, base and precious metals. The island of Sardinia sits approximately 150
kilometres west of Rome and has well developed transportation, communication and
business infrastructure.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
16 ______________________________________________________________________________________________________





The
Furtei Mine includes a number of potential open pit and underground mines, a
processing plant (capable of processing up to 1,000 tonnes per day), multiple
exploration targets and a fully permitted mining concession including future
tailings disposal. The Furtei processing plant was built in 1995-1996, and has a
maximum annual capacity of 360,000 tonnes of ore. The Furtei mine produced
135,000 ounces of gold between 1996 and 2002 from oxide resource, after which
the processing plant was converted from an oxide heap leach to a sulphide
flotation plant.  Sargold
re-commissioned the Furtei plant in the fourth quarter of 2006. Sargold poured
its first gold bar at Furtei in March 2007 to launch a near-term production plan
based on processing the upgraded ore from the residual heap leach pad at the
site. While current production is relatively small-scale, metallurgical test
work, internal studies and results to date indicate further exploration is
warranted.  In
addition to the known mineralized zones at Furtei, the Company has defined a
series of high priority gold exploration targets within the mine area, as well
as at the Monte Ollasteddu and Osilo properties.  Sargold
did not complete a feasibility study and there is no certainty that the
projected production rates will be achieved or that the proposed operations will
be economically viable.  Mt.
Kare In
October 2005, the Company was granted an option to acquire up to a 90% interest
in the Mt. Kare Property, located in Papua New Guinea. The Mt. Kare Property is
an epithermal gold deposit located in the highlands of Enga Province in Papua
New Guinea. As part of the purchase price of the Mt. Kare Property, the Company
issued a related party, Longview Capital Partners Limited (Longview)
17,000,000 common shares in March 2007 as described in Item 7B.  To
December 31, 2007, the Company spent $27,535,873 purchasing its interest in Mt.
Kare and a further $15,966,362 on exploration activities. The Company expects to
spend $1.9 million on exploration activities in 2008.  Gold
FX Limited In
March 2006, the Company completed the acquisition of Gold FX Limited (Gold
FX), a company incorporated under the laws of Australia. Gold FX has a
wholly-owned subsidiary Gold Finance and Exploration Pty. Limited. The purchase
consideration was 4,000,000 common shares valued at US$1.03 per common share
(approximately $1.21) for total consideration of $4,820,000. In addition, the
Company incurred acquisition costs of $78,528 in connection with the purchase of
Gold FX.  The
gold and uranium properties that the Company acquired were Corridors, Juntala,
Golden Gate and Lake Amadeus and Lake Neal. The Juntala and Lake Amadeus and
Lake Neal uranium properties acquired with Gold FX were sold to Bondi in 2007 as
described below; the remaining properties are described in further detail in
Item 4D.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
17 ______________________________________________________________________________________________________





Murphy
Ridge In
March 2006, the Company was granted an option by Global Discovery Pty. Limited
(Global) to acquire a 100% interest in the Murphy Ridge uranium project in
Australia.  The Company signed a binding letter of intent on the Murphy
Ridge project and paid Global an initial A$50,000 ($43,175) non-refundable
payment that provided for a due diligence period that expired on October 11,
2006. In October 2006, the Company exercised its option and acquired 100% of the
project by paying A$50,000 ($44,325) and issuing 73,592 common shares with a
value of A$200,000 ($175,900) for total consideration of $263,400. The Company
completed the purchase of Murphy Ridge by acquiring the issued shares of Canon
Investments Pty Ltd., a company that owned the Murphy Ridge Project. The Murphy
Ridge property was sold to Bondi as described below.  Hannah
1 In
May 2006, the Company was granted an option to acquire a 100% interest in the
Hannah 1 Nickel-Copper-PGE Project from Mel Dalla Costa, subject to a 5% net
profit royalty.  In order to acquire its 100% interest in the Hannah 1
Project, the Company must pay Mr. Dalla Costa A$275,000 and issue 550,000 shares
of the Company over a period of five years, spending not less than A$50,000 on
exploration by June 24, 2006, which it did and paying Mr. Dalla Costa a final
payment of A$20,000,000 on or before May 1, 2012.  Following
evaluation of exploration results, the Company abandoned this property in 2007
and wrote off its acquisition costs consisting of certain cash payments and
share issuances made in fiscal 2006.  Kinbauri
Gold Corp. In
March and April 2007, the Company subscribed for 11,000,000 subscription
receipts convertible into units of Kinbauri at $0.50 per unit for total
consideration of $5,500,000. The funds were held in escrow pending receipt of
Exchange approval of the acquisition by Kinbauri of certain mines and
exploration properties. Following that approval in June 2007, the subscription
receipts converted to units with each unit consisting of one common share and
one-half common share purchase warrant, with each whole warrant exercisable into
one common share at $0.70 per share for 18 months. The Company acquired an
additional 186,000 common shares of Kinbauri at a cost of $136,640 in the open
market. At December 31, 2007 Company held 26% of the issued common shares of
Kinbauri. In February 2008, the Company reduced its shareholding in Kinbauri
below 20% with the result that Kinbauri ceased to be an equity investment and,
in June 2008, the Company completed the sale of all its Kinbauri securities
having realized total proceeds of $9,152,715.  Gold
Aura Ltd. In
March and April 2007, the Company acquired 4,668,000 shares of Gold Aura Ltd.,
representing a 4.9% ownership position, at a cost of $391,000. Gold Aura Ltd. is
a gold exploration company and its shares are traded on the Australian Stock
Exchange.  Bondi
Mining Ltd. In
November 2007, the Company transferred all of its uranium assets to Australian
explorer Bondi in exchange for 25,000,000 Bondi shares and options to purchase
5,000,000 Bondi shares. At December 31, 2007, Buffalo held a 42% interest in
Bondi. Bondi has been working to further explore the uranium project
portfolio.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
18 ______________________________________________________________________________________________________





AMI
Resources Inc. In
2007, the Company acquired 1,445,500 shares of AMI and, in January 2008,
acquired a further 5,724,500 shares. As a result, the Company held a 22%
interest in AMI based on AMIs December 31, 2007 issued and outstanding capital.
AMI is exploring for gold at its North Ashanti Project, which straddles 15
kilometres of the Ashanti Gold Belt, approximately 20 kilometres west of
Newmonts Akyem deposit and 50 kilometres northeast of AngloGold Ashantis
Obuasi Mine. AMI recently completed a drill program and has revised its resource
estimate to 190,000 measured ounces and 138,000 indicated ounces.   B. Business
Overview  Since
the incorporation in March, 1998 of its predecessor company, BDL, the Company
has been in the business of acquiring mineral properties.  See Item 4D.
Information on the Company - Property, Plants and Equipment below.  The
Companys objective is the acquisition, exploration, exploration management,
development and sale of mineral properties, with the primary aim of developing
properties to a stage where they can be exploited for a profit. At that stage,
the Company's operations are dependent on the prevailing market prices for the
minerals produced by such operations. In the last three financial years, the
Company has evaluated mineral properties in Canada and other countries and has
secured interests in mineral properties in Papua New Guinea, Australia and
Italy, described in Item 4A. After merging with Sargold, the Company now
produces gold doré bars and gold concentrate at its Furtei mine. Gold doré is
semi-purified gold that is approximately 50% gold. The remainder is mostly
silver.  To
date, no major mineral findings have arisen as a result of exploration work on
any of the Companys properties. The Company has made strategic equity
investments in publicly traded gold exploration companies but has subsequently
disposed of most of those interests. The Company signalled its intention to
focus on gold production and sold all of its uranium assets to Bondi.  There
is no significant seasonality to the Companys business and the Company is not
dependent on patents or industrial or commercial contracts.  The current
and expected future operations of the Company require various permits and
approvals from various governmental authorities.  The
principal governmental agencies that the Company deals with are: · Papua
New Guinea - Department of Mining; · Australia
- Queensland Government Department of Natural Resources and Water and Western
Australia Department of Industry & Resources; · Italy
- Italian Ministry of Industry (Ministero dellIndustria), Autonomous Region of
Sardinia (Regione Autonoma Della Sardegna), Sardinia Ministry of Industry
(Sardegna Ministero dell'Industria); and Regional Agency for the Environment of
Sardinia  (Agenzia Regionale per la Protezione dell'ambiente Della
Sardegna)     ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
19 ______________________________________________________________________________________________________





C. Organizational
Structure  At
December 31, 2007, the Company had six subsidiaries. At the date of this report,
the Companys organizational structure is as follows:   [buffalo200720f001.jpg]      ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
20 ______________________________________________________________________________________________________





D. Property,
Plants and Equipment   DEVELOPMENT
PROPERTY  GOLD  Furtei
Gold Mine  Location,
access and physiography [buffalo200720f002.jpg]    Description
of Assets The
Companys material tangible fixed assets are located at the Furtei Mine in
Sardinia and comprise: · Processing
plant and related land: the Furtei processing plant was built in 1995-1996, and
has a maximum annual capacity of 360,000 tonnes of ore · Trucks
and other vehicles The
Furtei Mine includes a number of potential open pit and underground mines, a
processing plant (capable of processing up to 1,000 tonnes per day), multiple
exploration targets and a fully permitted mining concession including future
tailings disposal. The Furtei mine produced 135,000 ounces of gold between 1996
and 2002 from oxide resource, after which the processing plant was converted
from an oxide heap leach to a sulphide flotation plant.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
21 ______________________________________________________________________________________________________





Current
production is relatively small-scale and the mine is considered to be in the
development stage. Metallurgical test work, internal studies and results to date
indicate further exploration is warranted. In addition to the known mineralized
zones at Furtei, the Company has defined a series of high priority gold
exploration targets within the mine area. The Company has, to date, not
completed a resource estimate but has commissioned Wardrop Engineering
(Wardrop) to prepare a Canadian National Instrument 43-101 (Canadian NI
43-101) report. This report will include updated geological models and resource
estimates and will form the basis of the in-house feasibility study of
underground development, also being completed by Wardrop. Although the Company
has formulated plans to develop the underground mine late 2008 and early 2009,
the timetable and cost to do so will not be known until Wardrop has completed
its study.  Mineralization Gold
at the Furtei Mine appears primarily in two forms, pyrite and engargite.  Pyrite
Ore: This sulphide ore is mainly located in the Sa Perrima pit. We planned to
run this ore through the CIL circuit, but recoveries to date have been lower
than planned. The Company will conduct more metallurgical testing to determine
the best way to process this ore.  Enargite
Ore:  This ore type occurs within the other local deposits, such as Su
Coru, Est, Cima,
and SArruga.  Most of the enargite ore would need to be mined via
underground methods using decline access.  The Company owns a drill jumbo
and scooptram in anticipation of this.  [buffalo200720f003.jpg]  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
22 ______________________________________________________________________________________________________





Production
and Sales The
Company, and Sargold before it, poured about 3,700 ounces of gold at the Furtei
Mine in 2007 and 2,400 ounces to date in 2008. Since the Company is in the
development stage, it does not separately identify sales in its statement of
operations. Gold-pyrite ore is processed using the carbon in leach (CIL)
facility with doré bars poured on-site. The current longer-term plan sees
underground development starting in the latter part of 2008. The underground
targets are mainly gold-copper mineralization from the sulphide mineral enargite
and the ore would be processed using the flotation circuit at the Furtei mill.  Buffalo
has entered into an agreement with MRI Trading AG (MRI) of Zug, Switzerland to
purchase gold and copper concentrate produced at the Furtei Mine. An initial
contract, in February 2008, was for the purchase of up to 5,000 tonnes to be
produced from the Su Masoni and Sa Perrima open pits in 2008 and shipments of
concentrate began in April 2008. A second contract includes up to 14,500 tonnes
of gold-copper concentrate available for sale to MRI in 2009. This includes all
of the expected production of gold-copper concentrate for 2009 based on
estimates from the mine plan that is undergoing final development. Buffalo will
also be producing gold-pyrite concentrate for sale to MRI and will continue to
pour gold and silver doré bars on site from processing of ore and tailings
through the CIL circuit.  Exploration
Program The
Company commenced a 3,250-metre exploration drilling program at Furtei in April
2008. A drill contract was awarded to the Italian company SO.RI.GE. Srl. for up
to 1,750 metres of diamond core drilling in four holes. In addition the program
will include up to 1,500 metres of RC drilling to be completed by Furtei
employees using the Companys RC drill rig.  The
current known deposits at Furtei occur at structural intersections and
lithological contacts. The RC program will therefore target the delineation of
new mineralization through a series of shallow (150 metre) holes into similar
structural and lithological intersections in close proximity to the known
underground deposits such as Su Coru. The Company and Wardrop are completing an
in-house feasibility study on the current underground targets with a goal of
commencing production in 2009. The diamond drilling program will mainly test for
mineralization in the black diatreme breccia unit. This flat-lying unit is a
volcanic breccia with angular clasts and a dark grey pyrite-rich matrix that
sits below several of the current underground targets. It has been followed on
section for 180 metres and is open to the north and east. Historical drill
intersections within this unit have included:  · 3 metres at 12 g/t Au in hole MAD113 · 3 metres at 7.8 g/t Au in hole SMND1 · 7 metres at 4.9 g/t Au in hole CDRD153 Previous
drilling into the black diatreme breccia has not been included in any historic
resource calculations but Buffalo believes that with additional drill
delineation it has the potential to add significant resources to the
project.  Expenses The
Company did not incur any exploration expenses on the Furtei Mine in 2007 or
2006.    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
23 ______________________________________________________________________________________________________





EXPLORATION
PROPERTIES - GOLD  Mt.
Kare Property  The
Companys Mt. Kare gold project is located in Papua New Guinea and comprises two
parts: exploration license EL1093, in which the Company has acquired an interest
through Madison Minerals Inc. (Madison); and exploration license EL1427 which
relates to surrounding lands and which is wholly-owned by the Company. EL1427
was approved in 2007 and EL 1093 is subject to renewal with a hearing scheduled
in July 2008. The Company has also applied for exploration license EL1575, which
is located on adjacent lands.  Resources Mt.
Kare currently hosts an indicated resource of approximately 1,400,000 ounces of
gold (18.83 million tonnes at 2.31 g/t gold and 17.31 g/t silver) and an
inferred resource of approximately 290,000 ounces of gold (5.75 million tonnes
at 1.56 g/t gold and 25.37 g/t silver):  Mineral
Resources Category
Cut-off Equivalent
Tonnes(000)
Aug/t
Agg/t
Contained000 oz AuIndicated
1.0
18,830
2.31
17.31
1,3962.0
8,559
3.66
22.51
1,0083.0
4,587
5.04
25.37
743Inferred
1.0
5,753
1.56
9.53
2882.0
1,331
2.77
11.77
1193.0
476
3.85
11.22
59  These
estimates are based on a block model where the gold-equivalent service variable
is derived from the sum of the gold and silver grades under the assumptions of a
gold price of US$550/oz and a silver price of US$10/oz (Aueq g/t = Au g/t +
(10/550) x Ag g/t).  Ownership On
October 20, 2005, the Company entered into an option agreement with Longview to
acquire up to a 90% interest in the Mt. Kare Property. Longview holds an option
from Madison to acquire up to a 100% interest of Madisons 90% interest in the
Mt. Kare Property. Longview is beneficially owned by one of the Companys
directors. One of the Companys directors is also a director and shareholder of
Madison. In addition, the Company paid Longview $200,000. Further to the October
20, 2005 agreement, in March 2007, the Company issued to Longview 17,000,000
common shares upon the Company having acquired the initial 49% interest in
Madison PNG from Madison. These common shares are subject to a time-based
release from escrow over 18 months.  In
June 2006, Longview and Madison agreed to grant Buffalo an extension of certain
dates for six months in consideration for the payment by Buffalo of $150,000. By
December 31, 2006, the Company had paid all cash amounts.  A
summary of the amended agreement terms are is as follows:  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
24 ______________________________________________________________________________________________________





● The
Company will complete a preliminary feasibility study by July 4, 2007 and pay
Madison, in cash or shares at Madisons election, a total of $500,000 by October
1, 2006 on a quarterly basis to acquire a 49% interest in Madison Enterprises
(PNG) Ltd. (Madison PNG), a wholly-owned subsidiary of Madison that is the
holder of the Mt. Kare Property. ● The
Company can acquire a further 2% interest (51% in the aggregate) by paying, in
cash or shares at the Companys election, a further $500,000 on or before August
15, 2007. ● The
Company can acquire a further 14% interest in Madison PNG (65% in the aggregate)
by completing a bankable final feasibility study by July 4, 2008. This
acquisition required the approval of the Companys shareholders, which was
granted at a special general meeting held on March 6, 2006.  In
June 2007, Buffalo further amended its agreement with Longview, Longview Capital
Holdings Ltd., Madison, Madison Enterprises (BVI Inc.) and Madison PNG to revise
the basis on which it will acquire various interests in EL1093. Under this
agreement, the Company acquired a 60% interest in Madison PNG (which owns a 90%
interest in EL1093) by making a payment of $500,000 (settled with 521,648 common
shares) and issuing a further 3,000,000 common shares. This transaction
completed in late June 2007.  In
conjunction with this transaction, Buffalo has the following options for earning
additional interest at Mt. Kare in the future: a) The
Company may increase its interest to 75% by completing a bankable feasibility
study within four years of signing a definitive agreement. The Company is
entitled to a one-year extension if it actively carries out exploration work at
Mt. Kare and works towards the bankable feasibility study, spending at least
$500,000 in each year of the four-year period. b) After
the Company has earned a 75% interest, it may acquire the remaining 25% at fair
market value. In
April 2008, Buffalo decided not to continue with either of the above earn-in
scenarios with Madison at Mt. Kare. Instead, Buffalo opted to trigger its joint
venture option with Madison, whereby each company must contribute on a pro rata
basis to the project costs or be diluted down. The JV will be implemented
following a 90-day notice period. Madison has advised the Company that it does
not intend to contribute to the joint venture with the result that its ownership
interest will be diluted.  Previous
History Buffalo
is advised that there has been a lengthy and complicated history of litigation
in the courts of Papua New Guinea relating to the respective mineral rights
under the mining license EL 1093 and the Mt. Kare Special Mining Lease 1 (SML
1) which has involved, in various proceedings, Kare-Puga Development
Corporation Pty Limited (KDC), Oakland and Ramsgate Resources NL (Ramsgate)
as well as the Government of Papua New Guinea, Carpenter Pacific Resources NL
(Carpenter), an Australian public company, and Matu Mining Ltd. (Matu),
which were previous license holders.  The Companys understanding of this
history is as follows.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
25 ______________________________________________________________________________________________________





KDC
and Oakland had a number of agreements relating to the exploration and
exploitation of the alluvial mineral rights and, purportedly, the hardrock
mineral rights which KDC claimed had been granted to KDC pursuant to the SML 1.
In 1996, Carpenter and Matu entered into a conditional settlement agreement with
Ramsgate and Oakland Limited (Oakland) in order to settle all of the
outstanding litigation relating to the Mt. Kare Property (the Settlement
Agreement).  As a result, Oakland became a one-third shareholder in Matu;
litigation unresolved at the time of execution of the Settlement Agreement
relating to the Mt. Kare Property was discontinued by all parties; all rights of
Oakland in respect of its agreements with KDC relating to SML 1 and the alluvial
activities thereon were assigned to Matu (and subsequently Madison).  The
Settlement Agreement was subject to various conditions precedent, including
approval by KDC. KDC gave its approval in March 1996 and Matu informed Madison
that the other conditions precedent under the Settlement Agreement have been
fulfilled or waived.  As a result of the Settlement Agreement, all
outstanding litigation was settled.  In April of 1998, Oakland sold its
interest in Matu to Carpenter.  On
March 20, 1998, Madison, Madison PNG, Carpenter, Matu, Ramsgate, Oakland and KDC
entered into a joint venture agreement (the Joint Venture Agreement) to govern
future exploration and development of the Mt. Kare Property; this agreement and
Madisons interest in the Mt. Kare Property were both registered in April, 1998.
 Madison, through its various subsidiaries, subsequently acquired a 100%
legal interest in the Mt. Kare Property and it holds a 10% interest in the Mt.
Kare Property in trust for KDC, resulting in Madison holding a 90% beneficial
interest in the Mt. Kare Property.  KDC will, in turn, hold the interest in
trust for the traditional landowners at Mt. Kare.  The
Joint Venture Agreement is now only relevant to the extent that it defines the
rights and obligations of Madison, and therefore the rights of and between
Buffalo and KDC.  The Joint Venture Agreement provides that all costs up
until the delivery of a feasibility report will be borne by Madison; KDC is
obliged to pay its proportionate share of costs following the delivery of a
feasibility report, failing which its interest will convert to a royalty
interest equal to 10% of net profits. The Joint Venture Agreement received the
ministerial approval required under the Mining Act of 1992 (Papua New Guinea) on
April 17, 1998.  Location,
Access and Physiography Papua
New Guinea (PNG) covers an area roughly the same size as the state of
California. It has a population of about 4.5 million people, and it contains a
number of large, well-established gold and gold/copper mines that are producing.
 The country lies directly east of Irian Jaya (Indonesia) and 160
kilometres due north of Australia. PNG is an independent democratic state with a
government based on the British parliamentary system. The PNG government
encourages mining and petroleum development, which dominate the national economy
and provide 72% of export revenues.  The Mt. Kare Property is comprised of
exploration license EL1093, covering 220 square kilometres in the central
highlands of mainland PNG at 3,000 metres above sea level. Current exploration
work at Mt. Kare is helicopter supported; however a road comes within three
kilometres of the Mt. Kare Property boundary and a high voltage power
transmission line crosses the southeastern corner of the Mt. Kare Property.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
26 ______________________________________________________________________________________________________





[buffalo200720f004.jpg]  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
27 ______________________________________________________________________________________________________





Plant
and Equipment At
present, there are no underground workings at the Mt. Kare Property. There are
some camp structures that are not significant.  Regional
and Local Geology PNG
forms part of an island arc; it is located in an area where plates of the
earth's crust have interacted in recent geological times. The Mt. Kare Property
deposit occur at a point where large scale northwest-southeast structures
running parallel to the island arc are intersected by the northeast-southwest
trending Porgera Transfer Structure, a very important regional feature
controlling gold mineralization in this area. The intersection of these two
major structures has produced a conduit from the upper mantle along which a
unique suite of mineralized mafic intrusives have risen. These mafic intrusive
rocks are closely related to all known gold mineralization in this area. At the
Mt. Kare Property, epithermal gold mineralization is genetically related to a
mafic intrusive complex that was emplaced within the Porgera Transfer Structure.
The emplacement of these intrusives at the Mt. Kare Property produced zones of
brecciation and shattered rock, providing a plumbing network through which
mineralized fluids have circulated and deposited gold. Mafic intrusive rocks of
the unique age and composition of those at the Mt. Kare Property are not known
to occur anywhere else in Papua New Guinea.  Mineralization There
are two distinct types of gold mineralization at Mt. Kare:  ● Early,
mesothermal, carbonate-base metal-gold mineralization, which occurs in broad
zones of brecciation which trend NE, paralleling the Porgera Transfer Structure.
This type of mineralization has been defined in several zones at Mt. Kare and
has been tested in trenches and numerous drill holes, such as hole 97 M-17.  ● Late
stage, epithermal, very high grade quartz-roscoelite-gold mineralization. The
high grade quartz-roscoelite-gold mineralization occurs in fault controlled
dilatant features occurring within and proximal to the breccia zones which host
carbonate-base metal-gold mineralization. These dilatant features can occur in
variable orientations within the Porgera Transfer Structure.  At
Mt. Kare, much of the gold is tied-up in pyrite and is therefore refractory to
conventional cyanide extraction. Madison contracted the Placer Dome Research
Laboratory to carry out initial metallurgical testing on the Mt. Kare
mineralization. The results were very encouraging and achieved gold recoveries,
after pressure oxidation, between 90.0 and 95.5%.  Mineralization
defined to date at Mt. Kare occurs in the Western Roscoelite, Central, Black and
C9 zones. The currently known high grade Quartz-Roscoelite-Gold mineralization
at Mt. Kare occurs in the Western Roscoelite Zone (WRZ), which strikes NNE and
dips 65° to the east. The zone has now been traced along strike for over 700
metres by drilling and shows excellent continuity of mineralization. Soil
geochemistry shows the surface trace of the WRZ extending for up to 1,500
metres, and open along strike in both directions. Six hundred metres east of and
sub-parallel to the WRZ is the 1600 metre long multi-element Black Zone. It has
now been traced over 500 metres by drilling and over 1,500 metres by soil
geochemistry and trenching. The zone is still open down-dip. The Central Zone is
a continuous, flat-lying, near surface mineralized zone lying between and above
the Black and Western Roscoelite zones. It covers an area 300 metres wide by 600
metres long and remains open to expansion to the northeast.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
28 ______________________________________________________________________________________________________





Exploration
History Gold
mineralization was first discovered on the Mt. Kare Property in 1986 by CRA
Exploration (CRA) during a regional stream sediment sampling program. At that
time, Mt. Kare was an uninhabited subalpine valley where local people
occasionally came to hunt. CRA's activities on the property attracted the
attention of local people who found abundant alluvial and colluvial gold in the
area. Over the next several years, a major gold rush took place on the property
with an estimated one million ounces of gold being recovered from alluvial and
colluvial deposits by up to 10,000 people working the field. CRA continued with
its hardrock exploration program, including drilling 32 diamond drill holes. In
addition, CRA acquired a portion of the alluvial gold rights through a joint
venture with the local landowners, built a plant and started small-scale
production of colluvial and alluvial gold. However, carrying out exploration and
alluvial mining in the middle of a major gold rush proved to be very difficult
at Mt. Kare. Relations between CRA and the landowners deteriorated to a point
where CRA decided to abandon the property and in 1993 it allowed its exploration
license to lapse.  Madison
became involved in the Mt. Kare Property in 1996 and since then has completed
36,934 metres of diamond drilling, in addition to completing extensive programs
of airborne and ground geophysics, soil geochemistry, mapping and trenching. The
Mt. Kare resource estimate was prepared on behalf of Madison Enterprises
Corporation by Watts Griffis and McOuat (WGM) in November of 1998 and updated
by WGM in January of 2000, prior to the implementation of Canadian NI 43-101.
 As such, this estimate is not compliant with current Canadian NI 43-101
standards and therefore can no longer be disclosed.  In
October 2006, the Company announced it had completed its previously announced
infill diamond drill program that targeted the WRZ. The Company has since then
completed and released the results from the first stage of its infill drill
program in January 2007, including 112.0 metres of 5.04 g/t in hole MK06-84,
including 25.0 metres of 13.86 g/t gold, and 100.9 metres of 1.56 g/t gold in
hole MK06-75, including 25.9 metres of 2.25 g/t gold.  All
samples were analysed for gold by PT Intertek Utama Services in Jakarta, part of
an internationally recognized lab testing group with ISO 17025 accreditation at
the Jakarta facility. Samples were analysed using a 50 gram fire assay with AA
finish for gold and an aqua regia digestion with ICP-OES finish for silver.  GPX
Airborne, on behalf of the Company, completed a 330 line, 4,000 kilometre
airborne geophysical survey over the 220 square kilometre Mt. Kare Property and
the adjacent 140 square kilometre 100%-owned EL 1427 property. Results from
previous airborne geophysical surveys have successfully identified magnetic
anomalies and related structures, with which the known mineralization at Mt.
Kare is associated. The new surveys will be used to identify additional magnetic
anomalies and define exploration and drilling targets.  In
2006 and 2007 the Company completed an infill drilling program including 64
diamond drill holes for a total of approximately 9,000 metres. The modelling and
estimate were completed by Longview Technical and are being validated by Snowden
Mining Consultants as the Qualified Persons and author of the previous Canadian
NI 43-101 report released in March 2006.  2007
Exploration The
Company has completed part of its 2007 exploration program incurring expenses of
$8,673,373 on the Mt. Kare Property in 2007. This was to include up to 12,000
metres of drilling in 60 holes, detailed geophysics, surface sampling and an
assortment of other studies. This exploration program was scaled back.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
29 ______________________________________________________________________________________________________





The
Company has completed a detailed aeromagnetic survey over the Mt. Kare Property
and the contiguous 100% owned property. The initial survey interpretations are
very encouraging, identifying prominent structures, alteration and possible
clusters of intrusions (which are the drivers of mineralization at the Mt Kare
and Porgera deposits) on both properties.  Several
new drill targets have been identified by combining the aeromagnetic data with
detailed geology and structural interpretations provided by Stuart Munroe of SRK
Consulting. These targets include an interpreted blind extension of the WRZ to
the north of recent drilling and potential down-plunge continuation of the Black
Zone towards the C9 Zone. In addition, while drilling to date at the WRZ has
been limited to depths of approximately 200 metres, geological interpretations
indicate the possibility of a separate, high grade phase of quartz roscoelite
mineralization at depth.  In
May 2007, the Buffalo-Madison Joint Venture management committee recommended to
the companies that a Type 2 Economic Pre-feasibility Study should be deferred
until detailed exploration work is conducted on the many targets throughout the
property and the full extent of possible resources understood. Accordingly,
Buffalos Mt. Kare exploration work was expanded to include a regional
exploration program to also evaluate other areas within the licenses.  2007
Drilling Buffalo
drilled 7,133 metres in 33 holes to test objectives both in the vicinity of
known mineralization and at existing targets. Results are summarized below in
Table 2.  Hole
MK07-90 targeted an untested area of the Southern Western Roscoelite Zone
(SWRZ) and intersected 1.59 g/t gold reported over 74 metres including 28
metres of 2.53 g/t gold starting at a depth of 88 metres. On the eastern flank
of the SWRZ, holes MK07-91 and MK07-97 encountered mainly patchy mineralization
near the surface but significant intersections of gold occurred at depth, most
notably 27.5 metres of 5.40 g/t gold including 11 metres of 12.73 g/t gold,
starting at 219 metres depth. MK07-96 also tested the eastern flank of the SWRZ
and intersected significant mineralization below 123 metres, including 33.0
metres of 1.76 g/t gold. This hole was abandoned at 208 metres due to problems
with the drill. Hole MK07-99 was an infill hole drilled in the southern portion
of the SWRZ. Mineralization was encountered in this hole, including 17.2 metres
of 0.95 g/t gold.  MK06-92
is an infill hole in the southern Central Zone that intersected 22.5 metres of
3.34 g/t gold at a starting depth of just over 200 metres. The hole was stopped
prematurely due to problems with the drill rig. MK07-95 lies to the east and was
drilled to test the eastern extension of historical hole MK00-239.  Additional
infill drilling in the Northern Western Roscoelite Zone (NWRZ) included holes
MK07-93, aimed at the down-dip extension of the NWRZ, and MK07-94 that
intersected 53.9 metres of 1.20 g/t gold at a shallow depth of 54 metres. The
eastern extension of the NWRZ was tested in hole MK07-98, down-dip from MK06-73.
Mineralization was encountered at depth, including 17 metres of 1.19 g/t gold at
237 metres. Hole MK07-100 was drilled to test for a possible northern extension
of the NWRZ at depth but no significant intersections were returned.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
30 ______________________________________________________________________________________________________





A
possible down-plunge extension of the Black Zone towards the C9 Zone was tested
in hole MK07-101. At a depth of 170 metres the hole intersected a sequence of
strongly mineralized zones of brecciated intrusive and sandstone hosted semi
massive to massive pyrite veining/disseminations, rare
chalcopyrite-sphalerite-galena and antimony sulphide veins and fractures.
Analysis of the hole returned 81 metres of 1.26 g/t gold and 4.68 g/t silver
including 10 metres of 4.85 g/t gold and 21.12 g/t silver. Hole MK07- 102 was
testing the same area and encountered very high grade gold at approximately 100
metres depth, returning a 6 metre intersection of 55.95 g/t gold and 105.68 g/t
silver, including 1.5 metres of 222.0 g/t gold and 385 g/t silver.  Table 1.
Summary of Mt. Kare Drill Hole Intersections
Received from
January 11th, 2007 to April 18th,2007Drill Hole No.
From (m)
To (m)
Intercept
(m)
Gold (g/t)
Silver
(g/t)MK07-90
88.0
162.0
74.0
1.59
11.52Including
88.0
116.0
28.0
2.53
15.58MK07-91
1.7
5.0
3.3
2.41
13.87278.0
283.0
5.0
5.40
138.08MK07-92
205.4
227.9
22.5
3.34
5.06Including
214.0
227.9
13.9
4.95
6.83MK07-93
190.0
204.0
14.0
0.71
4.26MK07-94
54.3
108.1
53.8
1.20
39.25Including
65.1
73.5
8.4
4.44
32.66MK07-95
145.0
153.0
8.0
0.69
17.60MK07-96
128.0
161.0
33.0
1.76
10.31Including
130.0
136.0
6.0
3.35
10.87MK07-97
22.0
28.0
6.0
2.06
15.63130.0
133.0
3.0
2.82
40.80219.0
246.5
27.5
5.40
31.59225.0
236.0
11.0
12.73
72.42Including
228.7
231.7
3.0
43.78
56.17MK07-98
237.0
254.0
17.0
1.19
4.79Including
245.0
254.0
9.0
1.46
4.28MK07-99
143.0
144.0
1.0
5.63
64.90170.8
188.0
17.2
0.95
13.43Including
177.0
181.0
4.0
2.29
35.08MK07-100
No significant intersectionsMK07-101
165.0
246.0
81.0
1.26
4.68219.0
244.0
25.0
2.37
9.46Including
234.0
244.0
10.0
4.85
21.12MK07-102
99.5
105.5
6.0
55.95
105.68102.5
104.0
1.5
222.0
385.0MK07-103
No significant intersections  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
31 ______________________________________________________________________________________________________





Table 2.
Summary of Mt. Kare Drill Hole Intersections
Received from
April 18th, 2007 to October 15th,2007Drill Hole No.
From
(m)
To
(m)
Intercept
(m)
Gold
(g/t)
Silver
(g/t)MK07-104
186.0
200.5
14.5
2.27
6.82428.0
440.0
12.0
1.25
2.63MK07-105
No significant intersectionsMK07-106
No significant intersectionsMK07-107
16.9
26.0
9.1
1.39
4.38MK07-108
13.0
31.0
18.0
1.17
5.44Including
13.0
18.6
5.6
2.25
5.06289.5
305.0
15.5
1.82
8.42398.0
408.5
10.5
1.64
24.46Including
398.0
404.0
6.0
2.30
39.70MK07-109
90.0
108.6
18.6
3.11
48.88MK07-110
5.0
15.0
10.0
2.47
16.85MK07-111
104.0
113.0
9.0
1.12
2.97MK07-112
Not sampledMK07-113
No significant intersectionsMK07-114
15.3
23.6
8.3
0.66
3.68MK07-115
0.0
38.0
38.0
1.06
7.43Including
31.0
38.0
7.0
2.43
15.89MK07-116
Not sampledMK07-117
No significant intersectionsMK07-118 to MK07-121
Not sampled *Holes
are not drilled in numerical or sequential order.  Other
Exploration Work   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
32 ______________________________________________________________________________________________________





In
addition to the drill work, Buffalo completed a 330 line, 4,000 kilometre
airborne geophysical survey over the 220 square kilometre Mt. Kare Property and
the adjacent 142 square kilometre 100%-owned EL 1427 property. Results from
previous airborne geophysical surveys have successfully identified magnetic
anomalies and related structures, with which the known mineralization at Mt.
Kare is associated. The new surveys were used to identify additional magnetic
anomalies and to define exploration and drilling targets. These were
subsequently followed up with surface sampling. The results have been
disappointing so far so no new drill targets have been delineated.  Aside
from the surface work completed at the project, an induced polarization (IP)
survey was completed in February 2008 to test the southern extension of the WRZ
on EL 1093, which hosts the high grade zone of the Mt. Kare resource. The
survey, carried out by Elliot Geophysics International (Elliot), followed up
on previous work that outlined a broad IP response over the known mineralized
zones, open-ended to the south. Elliott employed a different dipole
configuration and more powerful transmitter compared to the previous survey,
providing good quality readings and increased depth penetration. Modelling of
the new data by the GeoDiscovery Group in Brisbane indicates that a +400 metre
wide, 300 metre deep, strong chargeability anomaly extends southward for at
least 250 metres beyond the most southerly line of drilling on Mt Kare. The
anomaly is interpreted as being a response to sulphide mineralization and
defines a previously untested portion of the Mt Kare gold-bearing epithermal
system. This new anomaly is being reviewed to define drill targets and has the
potential to add incremental ounces to the existing resource of 1.7 million
ounces gold. Proposed
Exploration The
Company is awaiting final government approval of EL1575, which is south and west
of EL1427 and EL1093. The area of EL1575 is approximately 200 square kilometres.
Surface mapping and sampling including stream sediments, soils, BLEGs and ridge
and spur will continue until all of the licenses have been sufficiently tested.
Buffalo is also compiling an exploration program to follow up on the IP Survey
results from the southern extension of the WRZ.  Expenses  The
Company incurred the following expenses on the Mt. Kare Property as follows:  Year
ended December 31
2007
2006Drilling
and sampling
$   1,996,164

$   2,065,745Geological,
geochemical, geophysics
1,091,514

569,328Communications
246,662

79,121Helicopter
and transport
2,506,816

2,053,563Salaries
609,425

304,344Fuel
302,446

530,975Accommodation
and meals
300,707

247,964Supplies
374,519

-Automotive
-

420,060Legal
fees
147,640

99,083Travel
187,439

161,416Consulting
652,569

463,589General
257,472

172,047Total
$  8,673,373

$   7,167,235   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
33 ______________________________________________________________________________________________________





Osilo  With
the acquisition of Sargold, the Company acquired the Osilo advanced exploration
project, a 400 hectare property in northern Sardinia. The Osilo deposits are
about 220 kilometres north from the Furtei Mine, mainly along a good divided
highway.  [buffalo200720f005.jpg]    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
34 ______________________________________________________________________________________________________





[buffalo200720f006.jpg]   Historical
work on the project delineated a series of low sulphidation high-grade
epithermal gold veins providing a resource that is open for expansion. The
Company has done no work on this project and has not yet formulated an
exploration plan.  Monte
Ollasteddu  With
the Sargold merger, the Company also acquired the earlier stage Monte Ollasteddu
exploration project, a 497 hectare property, in southern Sardinia. The Monte
Ollasteddu deposits are located 60 kilometres east of the Furtei Mine on the
east side of Sardinia. Some of the deposits extend in an important military
installation and hence further drilling and resource development may not be
possible.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
35 ______________________________________________________________________________________________________





[buffalo200720f008.gif]  Historical
work identified multiple anomalies in soils and trenching, making this project
highly prospective for defining new gold resources. The Company has done no work
on this project and has not developed an exploration plan.  [buffalo200720f009.jpg]  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
36 ______________________________________________________________________________________________________





[buffalo200720f010.jpg]   Corridors  Description The
Company is targeting high-grade epithermal gold deposits on the 100% owned
Corridors Project in Queensland, Australia. The Company has secured an agreement
with BHP Billiton for exclusive use of a recently flown FALCONTM
survey. This airborne gravity gradiometer data has been valuable in highlighting
quality targets. The eight permits cover 83,000 hectares.  Situated
in the Drummond Basin, the Corridors Project has been the subject of a detailed
surface geochemical sampling program. The program has identified two strong gold
anomalies one of which has been followed-up by a shallow drill program and
completed in September 2007.  2007
Exploration Corridors
was the subject of a detailed surface sampling program by the Company in 2006
and follow-up program in early 2007. The program identified two strong gold
anomalies and one has been drill tested. The Company has drilled approximately
2,500 metres of a 7,000 metre RAB/RC (rotary air blast/reverse circulation)
program.  Assay
results have been received from the recent drilling program on the Langton and
Dalton Tank tenements where the Company is searching for high-grade multimillion
ounce epithermal deposits similar to the Pajingo mine (held until recently by
Newmont) and bulk-tonnage, medium-grade deposits like the historic Mt. Leyshon
mine. Ninety RAB holes were drilled for a total of 2,523 metres. The holes
tested numerous high priority targets beneath cover rocks based on a combination
of surface soil/auger geochemistry, magnetics and FALCONTMgravity signatures. The drill line over the
central geophysical and geochemical anomaly at Langton located a zone
approximately 200 metres wide of anomalous gold. This includes two samples over
0.10ppm (the highest at 0.25ppm) with anomalous arsenic, lead and zinc. Several
other holes in the line also returned gold over 0.01ppm with elevated lead and
zinc.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
37 ______________________________________________________________________________________________________





Planned
Work The
Company plans to follow up on the remaining gold anomalies at the Corridors
project using a shallow drill program to be conducted in May or June 2008 but
field access to the area may be hindered for several months following the heavy
rain that has resulted in regional flooding. The 2008 budget is currently being
reassessed.  Expenses The
Company incurred the following expenses on Corridors as follows:  Year
ended December 31
2007
2006Drilling
and sampling
$      112,821

$       13,565Geological,
geochemical, geophysics
101,255

22,503Land
use permits
47,795

44,734Consulting
-

23,489Total
$      261,871

$     104,291   Oakland
Park and Golden Gate  Description Interpretation
of geophysical data has resulted in the recognition of the potential extension
of the Croydon Goldfield in Queensland, to the northwest of the Companys Golden
Gate Project. A new 100% Company title, named Oakland Park, has been granted
together with a new application, named Oakland Park West over the area which has
received limited prior exploration due to a likely thin cover of sediments.
Major structure is evident in the magnetics data, which strikes into Oakland
Park from the contiguous Golden Gate Project. The Oakland Park and Golden Gate
cover 121,900 hectares  2007
Exploration The
Company has not completed any surface work to date on the Oakland Park or Golden
Gate properties other than geophysical interpretation. Work at Golden Gate has
comprised collation of previous drill data for the definition of drill targets.  At
Oakland Park, EPM15826 has been granted but EPM17360 is still under application
and a draft native title agreement has been received from the QLD Nth Lands
Council for these tenements and EPM 15381 (Golden Gate). The absence of drill
rigs in Queensland has delayed drilling of this project but Buffalo is looking
at the possibility of sharing a drill rig with Bondi in the spring. Targets
identified include down-dip extensions of the historically mined high-grade
stopes and extensions of the main line of lode along strike to the north and
west.  Planned
Work The
work plan for 2008 will include finalising a drilling program for both
properties. The budget for 2008 is currently being reassessed.  Expenses The
Company incurred the following expenses on Oakland Park and Golden Gate
properties as follows:  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
38 ______________________________________________________________________________________________________





Year
ended December 31
2007
2006Geological,
geochemical, geophysics
$
        8,533

$
               -Land
use permits
31,552

-Total
$       40,085

$
               -   Cadarga  Interpretation
of geophysical data has resulted in the recognition of several targets in the
Queen May Goldfield in Central Queensland. A new 100% owned Company title, named
Cadarga, has been lodged over the area which has received limited prior
exploration and drilling. The Cadarga tenement covers 23,600 hectares.  2007
Exploration The
Company has not completed any surface work to date on the Cadarga property other
than geophysical interpretation. Work at Cadarga has comprised collation of
previous reports and geophysical data interpretation for the definition of drill
targets.  A
new exploration permit has been granted in the May Queen Goldfield of
Queensland. The permit comprises 236 square kilometres and lies approximately 90
kilometres southwest of the Mount Rawdon gold mine. A number of known gold
occurrences within the application have been drilled by previous explorers with
results including one metre at 149 g/t gold, one metre at 71.7 g/t gold and four
metres  38.7 g/t gold less than 40 metres from surface.  Planned
Work The
Company has identified a number of targets in the magnetic data and beneath
cover rocks which will be drill tested in 2009. The work plan for 2008 will
include collation of previous work. The budget for 2008 is currently being
reassessed.  Expenses The
Company did not incur any expenses on the Cadarga Projects in 2007 or 2006.   Palmer
River  Interpretation
of geophysical data has resulted in the recognition of numerous targets west of
the Palmer River Goldfield in North Queensland. The 19 wholly owned Company
titles, named Palmer River Project, have been lodged over the area, which has
received limited prior exploration. The Palmer River tenements cover 443,000
hectares.  2007
Exploration The
Company has not completed any surface work to date on the Palmer River
properties other than geophysical interpretation.  Work at Palmer River has
comprised geophysical data interpretation for the definition of drill
targets.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
39 ______________________________________________________________________________________________________





Planned
Work The
work plan for 2008 will include collation of previous work. The budget for 2008
is currently being reassessed.  Expenses The
Company did not incur any expenses on the Palmer River Project in 2007 or
2006.   The
Company continues to focus on developing its gold assets; however, it follows a
growth strategy that includes the opportunistic acquisition of undervalued
projects that can be subsequently leveraged through sale or joint venture. The
following projects are considered non-core assets for Buffalo.   EXPLORATION
PROPERTIES  URANIUM  As
described in Items 4A and 4B above, in November 2007, the Company transferred
all of its Australian uranium assets to Bondi in exchange for a 42% stake in
that company. Under the terms of the arrangement, Bondi acquired 100% of the
Companys Australian uranium portfolio, which was made up of ten granted
tenements and 13 applications totalling 15,085 square kilometres in three major
uranium provinces in the Northern Territory and Queensland.  In
consideration for acquisition of the portfolio, Bondi issued 25,000,0000 of its
fully paid ordinary shares to the Company along with 5,000,000 options to
subscribe for ordinary shares at $0.60 per share with an exercise period that
expires in August 2009. Buffalo also nominated Damien Reynolds and Mark Dugmore
to the board of directors of Bondi.  Bondi
has indicated that it is committed to advancing the uranium portfolio and has
undertaken an exploration program in 2008.    Murphy
Ridge  The
Company completed an airborne electromagnetic (EM) survey over the Murphy
Ridge uranium properties. The survey results identify numerous strong conductive
and radiometric signatures. Bondi plans to follow up these results with a
detailed surface sampling program.  Expenses The
Company incurred the following expenses on the Murphy Ridge Property as
follows:  Year
ended December 31
2007
2006Geological,
geochemical, geophysics
$      17,084

$      142,015Land
use permits
16,336

16,019Consulting
6,465

33,280Total
$      39,885

$     191,404  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
40 ______________________________________________________________________________________________________





Maureen
North  The
Maureen North uranium-gold project comprised of thirteen 100% owned exploration
permit applications which cover more than 4,000 square kilometres with potential
for hosting uranium and gold deposits in the Georgetown-Townsville uranium field
of Queensland.  Expenses The
Company incurred the following expenses on Maureen North as follows:  Year
ended December 31
2007
2006Geological,
geochemical, geophysics
$        3,144

$
                -Land
use permits
155,969

-Consulting
1,985

-Total
$   161,098

$
               -    Juntala  The
Juntala project was an exploration licence covering approximately 800 square
kilometres and is located in the Georgetown-Townsville uranium field.  A
high amplitude uranium channel radiometric anomaly strikes for over 35
kilometres within the basement rocks of the Juntala Project area. Technical
review of the project has highlighted the potential of the area for a
sandstone-hosted roll-front uranium deposit within the package of sedimentary
rocks. This package has over 50 kilometres of strike length of favourable
sedimentary rocks.  Expenses The
Company incurred the following expenses on the Juntala project as follows:  Year
ended December 31
2007
2006Geological,
geochemical, geophysics
$
        719

$
              -Land
use permits
1,064

-Consulting
826

-Total
$      2,609

$
             -   Lake
Amadeus and Lake Neal  The
Lake Amadeus and Lake Neal projects in the Northern Territory have potential for
a sedimentary uranium deposit in calcrete or clays, similar to deposits found in
Western Australia.  The
Lake Amadeus and Lake Neal projects are comprised of three exploration licence
applications covering over 2,000 square kilometres with high amplitude surface
uranium anomalies striking for in excess of 60 kilometres. The Company has
interpreted the uranium channel within the detailed radiometrics data available
and identified more than 20 anomalies.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
41 ______________________________________________________________________________________________________





Expenses The
Company did not incur any expenses on the Lake Amadeus and Lake Neal projects in
2007 or 2006.    Eromanga  Eight
exploration permits were granted in September 2006 over 100 kilometres of
stratigraphy prospective for sedimentary-hosted uranium deposits in central
Queensland. Radiometrics data show numerous discrete, high-amplitude U channel
anomalies along this trend. Individual anomalies have strike lengths of several
kilometres.  Sampling
of available core from a stratigraphic hole drilled previously by a government
department, returned peak values of anomalous uranium up to 20ppm. Strong
molybdenum (116ppm) and vanadium (763ppm) are associated with the uranium.  Expenses The
Company incurred (generated a recovery of) expenses on Eromanga as follows:  Year
ended December 31
2007
2006Drilling
and sampling
$
                -

$
            821Geological,
geochemical, geophysics
2,425

837Land
use permits
(67,192)

79,760Consulting
-

16,828Total
$     (64,767)

$
       98,246   Mt.
Hogan  The
Mt. Hogan project was located in northeast Queensland approximately 135
kilometres south of the Maureen uranium deposit. The Mt. Hogan project contains
high-grade uranium mineralization in altered pyritic metasediments in contact
with highly radioactive granite.  Expenses The
Company did not incur any expenses on the Mt. Hogan project in 2007 or 2006.    EXPLORATION
PROPERTIES - NICKEL   Hannah
1  Description The
Hannah 1 target was first discovered by a major Australian mining company, but
drill testing failed to reach target due to technical difficulties. From
geophysical modelling, the target depth had been estimated to be at 450 metres.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
42 ______________________________________________________________________________________________________





The
Hannah 1 project is located along major structure, approximately 400 kilometres
southeast of Kalgoorlie, along the margin of the Fraser Mobile Belt, with an
interpreted Archaean Greenstone terrane to the east. Regionally this area had
character in magnetics data that suggests it could contain several significant
deposits hosted by mafic rocks.  2007
Exploration The
Company completed a single deep diamond drill hole at the Hannah 1 base metal
prospect. The hole intersected disseminated sulphides at the target depth of 425
metres, with the zone continuing for more than 200 metres. Assay results from
the core were not anomalous even with the presence of pyrite. Petrographic work
on the samples determined that the environment was not ideal to host nickel,
platinum group metals or other base metals of economic interests.  Further
drilling is not required and two of the titles have been dropped.  Planned
Work Following
evaluation of drill results, the Company decided to stop work on this property
and wrote off the accumulated acquisition costs.  Expenses The
Company incurred the following expenses (recoveries) on the Hannah 1 Property as
follows:  Year
ended December 31
2007
2006Drilling
and sampling
$
        9,063

$       200,995Geological,
geochemical, geophysics
3,024

33,223Land
use permits
(948)

45,122Total
$       11,139

$       279,340  Rawlinna  The
Rawlinna project is an extension of the Hannah 1 area. The Company holds two
granted and five exploration licence applications along the Fraser Mobile Belt
covering significant targets. Rawlinna project covers 123,200 hectares.  The
Rawlinna project is located along major structure, approximately 400 kilometres
southeast of Kalgoorlie, along the margin of the Fraser Mobile Belt, with an
interpreted Archaean Greenstone terrane to the east. Regionally this area had
character in magnetics data that suggests it could contain several significant
deposits hosted by mafic rocks.  2007
Exploration The
Company has completed detailed geophysics interpretation and identified a number
of targets warranting air and ground geophysics and drill testing.  Planned
Work Upon
granting of all exploration licences the Company will carry out detailed air and
ground geophysics surveys to locate drill collar positions followed by drill
testing of individual targets. The budget for 2008 is currently being
reassessed.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
43 ______________________________________________________________________________________________________





Expenses The
Company incurred the following expenses on the Rawlinna project as follows:  Year
ended December 31
2007
2006Geological,
geochemical, geophysics
$       1,386

$
                -Land
use permits
31,821

-Consulting
3,031

-Total
$    36,238

$
                -  EXPLORATION
PROPERTIES  SILVER & BASE METALS  Woodmurra
and Callabonna  Description These
two projects are considered to be prospective for silver-zinc-lead deposits. The
four granted permits are 100% owned by the Company and comprise two new project
areas named Woodmurra and Callabonna, which are located approximately 50
kilometres east of Oodnadatta, SA (300 kilometres northwest of the giant Olympic
Dam copper-gold-uranium mine) and 200 kilometres NNW of Broken Hill
respectively.  The
four permits cover an area of approximately 196,000 and 130,000 hectares
respectively of unexplored terrane prospective for buried large silver-zinc-lead
deposits. Only one previous drill-hole has tested the basement in the immediate
vicinity of the Companys permits at Woodmurra and encountered high grade
metamorphic rock types which would be expected in a sequence that hosts large
base metal deposits.  To the west of the Woodmurra permits, the outcropping
rocks contain unusual garnet-bearing rocks which are also a hallmark indicator
of a prospective sequence.  2007
Exploration The
Company completed a detailed geophysical interpretation of the area defining
areas of interest for focused ground work and drilling.  Planned
Work The
Company proposes to carry out detailed ground gravity followed by ground
magnetics and drill testing of a range of targets in four to five holes. The
budget for 2008 is currently being reassessed.  Expenses The
Company incurred the following expenses on Woodmurra and Callabonna as
follows:  Year
ended December 31
2007
2006Geological,
geochemical, geophysics
$        7,734

$
               -Land
use permits
18,039

-Consulting
6,300

-Total
$      32,073

$
              -   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
44 ______________________________________________________________________________________________________





Red
River  Description This
project is considered to be prospective for very large Potosi-style silver-tin
deposits.  Four
granted exploration permits and seven new permit applications are 100% owned by
the Company and comprise a new project area named Red River, which is located
north and west of the North Maureen project. The
eleven permits cover an area of approximately 307,000 hectares of an unexplored
terrane prospective for buried large silver-tin deposits. Drilling by a
competitor exploration company has confirmed the prospectivity if this terrane
with a significant intersection of 133 metres grading 18.3 g/t Ag, 0.15% Sn,
1.1% Zn and 0.36% Cu beneath younger cover sediments. 2007
Exploration The
Company completed a detailed geophysical interpretation of the area defining 16
target areas of interest for focused ground work and drilling.  Planned
Work The
Company proposes to progress these applications through to grant in 2008. The
budget for 2008 is currently being reassessed.  Expenses The
Company incurred the following expenses on Red River as follows:  Year
ended December 31
2007
2006Geological,
geochemical, geophysics
$
          269

$
            -Land
use permits
8,600

-Total
$       8,869

$
             -  EQUITY
INVESTMENT PORTFOLIO  The
Company invests in other junior resource companies as part of its strategy for
continued growth for its shareholders. In addition to the transaction with Bondi
described above, Buffalo made significant investments into two junior gold
explorers in 2007.   Kinbauri
Gold Corp.  Kinbauri
owns the El Valle Mill and auxiliary facilities, the El Valle and Carles Mines
and two other properties within the Rio Narcea Gold Belt in northwestern
Spain.  The
Companys immediate focus is to upgrade resources to reserves and complete a
mine development plan at El Valle in order to commence production of gold and
copper at the mine and mill complex there in 2010.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
45 ______________________________________________________________________________________________________





The
total NI 43-101 (November) resources at El Valle/Carles now stand at 1,828,580
ounces gold (9.0Mt at 6.3g Au/t) and 136.8M pounds copper (8.1Mt at 0.8% Cu). A
follow-up 23,000 metre in-fill drill program is in progress and will form the
basis for detailed mining plans and pre-production development, which in turn
will result in full production at El Valle/Carles of approximately 145,000
ounces of gold equivalent per year by 2010.  Kinbauri
owns six other mining properties: Corcoesto, also in northwestern Spain,
(340,000 ounces); along with five North American precious metals properties in
Ontario, Quebec and Nevada which it is planning to joint venture.  Buffalo
was a major shareholder of Kinbauri, holding a 26% interest at December 31,
2007, although the Company has sold all of its ownership position in 2008.
Buffalo's CEO, Brian McEwen, sits on Kinbauri's board of directors.   AMI
Resources Inc.  AMI
is an exploration and development stage company, which has exploration
activities in Ghana, West Africa. AMI, through its operating subsidiary AMI
Africa Exploration Ltd., holds two contiguous concessions, Anuoro (Praso) and
Beposo, which cover 15 kilometres of strike length along the prolific Ashanti
Trend. AMIs concessions cover approximately 166 square kilometres within this
trend and are jointly referred to as the North Ashanti Project. AMI has spent
approximately $4,000,000 to date exploring and developing this project. This
intensive and ongoing exploration activity included soil geochemistry, magnetic
survey, trenching and drilling.  The
Company acquired 1,445,500 of AMI in 2007 and a further 5,724,500 shares of AMI
in 2008. Accordingly, Buffalo is now a major shareholder of AMI, holding an
estimated 22% of AMIs capital based on AMIs issued and outstanding shares at
December 31, 2007.    ITEM
4A. UNRESOLVED
STAFF COMMENTS  This
item is not applicable as the Company is not an accelerated filer, a large
accelerated filer, or a well-known seasoned issuer and has no pending comments
from the staff of the Commission.   ITEM
5. OPERATING
AND FINANCIAL REVIEW AND PROSPECTS   A. Operating
Results  Year
Ended December 31, 2007  In
this discussion of Buffalos results of operations and financial condition,
financial amounts, other than per-share amounts, have been rounded to the
nearest thousand dollars.  Mining
Activities The
Company is in the development stage and accordingly has capitalized mining
expenses (net of related revenues). As a consequence, the Company has not
recognized any mining revenues or expenses in its statement of operations. Since
the purchase of Sargold on October 30, 2007, the Company capitalized $490,000 in
net mining costs.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
46 ______________________________________________________________________________________________________





Exploration
Expenses In
the year ended December 31, 2007, the Company spent $9,312,000 on exploration
activities compared to $7,887,000 in the year ended December 31, 2006. Of this
amount, 93% was incurred developing the Mt. Kare Property, about the same
proportion as in the prior year. In addition to the ongoing camp expenses at Mt.
Kare, the Company planned and undertook a ground exploration program, the
results of which are summarized above. The exploration activities on other
properties were much more limited, with most of the effort being expended on the
Companys Australian gold and uranium properties.  The
Company expects exploration expenditures to continue at reduced levels in fiscal
2008 as the Company completes a financing and plans exploration on the Sardinian
properties.  Administrative
Expenses In
the year ended December 31, 2007, the Company incurred administrative expenses
of $4,622,000 compared to $6,684,000 in the year ended December 31, 2006. The
decrease was primarily attributable to lower investor relations activities and
stock-based compensation in the current period offset by higher professional
fees. In aggregate, administrative fees excluding stock based compensation were
broadly comparable between 2006 and 2007.  Consulting
fees increased from $872,000 in the year ended December 31, 2006 to $955,000 in
the year ended December 31, 2007. The increase was due to consulting work
undertaken in respect of the Sargold purchase and planning future operations in
Sardinia. Investor relations decreased from $735,000 in 2006 to $443,000 in 2007
as the Company reduced its corporate communications programs. An increase in
consulting fees (caused by Sargold-related work, but offset by staff being
deployed more effectively or shared with related companies) and professional
fees (caused by possible M&A activity) was offset by savings in investor
relations due to a lower level of corporate communications activity.  The
Company incurred $1,549,000 in stock-based compensation expense in the year
ended December 31, 2007, as compared to $3,883,000 in the year ended December
31, 2007. The decrease is a reflection of the size of option awards and the
trading price of the Companys stock, which was much lower in 2007.  The
Companys administrative expenses, excluding stock-based compensation, are a
little higher in the fourth quarter of 2007 due to year-end accruals and
expanded staff following the Sargold merger. The Company expects that
administrative expenses in 2008 will be broadly comparable to 2007. Other
Items During
the year ended December 31, 2007, the Company recorded a loss of $1,902,000 on
the sale of marketable securities (shares held in other resource companies). The
Company also recorded an other comprehensive loss of $414,000 relating to
unrealized losses on holding marketable securities.  Following
the purchases of equity interests in Kinbauri and Bondi, the Company records its
share in the loss recorded by these companies. It is necessary to adjust this
loss as these companies have different accounting policies from Buffalo.
Buffalos 26% interest in the loss of Kinbauri was $1,171,000 and its 42%
interest in the loss of Bondi was $391,000.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
47 ______________________________________________________________________________________________________





The
Company earned $236,000 (2006 - $286,000) of interest income from investments
from excess cash. The Companys invested capital has diminished considerably
since the beginning of the year following expenditures on operating and
investing activities.  The
Company recorded a foreign exchange loss of $1,627,000 for the year ended
December 31, 2007 (2006 - $767,000). About 40% of the loss in 2007 is due to
holding investment funds in United States dollars and most of the balance to the
effect of exchange rate changes on liabilities of the Companys subsidiaries
denominated in Papua New Guinea kina, euros and Australian dollars. The Company
is currently affected by changes in exchange rates between the Canadian dollar,
euro, Australian dollar and Papua New Guinea kina, with changes in the value of
the euro having the most significant effect.  Income
Taxes In
the year ended December 31, 2007, the Company recognized future income taxes of
$1,381,000. When the Company sold its uranium portfolio to Bondi, it generated a
gain on sale but was able to defer paying taxes on the gain until it sells the
Bondi shares received. The future income tax provision largely represents the
taxes that will have to be paid on the eventual sale of the Bondi shares.  Net
Loss The
net loss for the year ended December 31, 2007 was $14,456,000 or $0.22 per share
as compared with a net loss for the year ended December 31, 2006 of $13,671,000
or $0.42 per share.  Change
in Financial Position On a
net basis, operating activities in the year ended December 31, 2007 consumed
cash of $13,930,000 compared to $10,176,000 for the comparative period in 2006.
Included in the $14,456,000 loss for the period, were five large items that did
not have an operating cash flow impact: (1) the loss on sale of marketable
securities; (2) gain on sale of Australian uranium properties; (3) future income
tax recovery; (4) the equity interest in the loss of Kinbauri and Bondi; and (5)
stock-based compensation. The remaining reconciling items were comparatively
small.  In
the year ended December 31, 2007, the Company generated $4,434,000 of cash from
financing activities, being share subscriptions from a private placement and the
exercise of stock options and warrants. The Company also borrowed $600,000 on a
short-term basis from related parties, which it repaid in the year. In the
comparative period, the Company generated $27,425,000 of cash from financing
activities, net of commissions and legal fees from the April and September 2006
private placements.  The
Company generated $9,187,000 from investing activities in the year ended
December 31, 2007, largely due to the sale of marketable securities
($18,342,000), most of which were bonds with an original maturity of more than
90 days that had been purchased in 2006. Offsetting this cash inflow were
purchases of marketable securities ($2,577,000) and the equity investment in
Kinbauri ($5,637,000).  The remaining investing activities were not as
financially significant but included a loan of $300,000 to Longview which was
repaid in 2008, advances to subsidiaries prior to acquisition of $447,000 and
development property expenditures of $433,000. In the comparative period the
Company spent $19,415,000 in investing activities, mostly on marketable
securities for the acquisition of exploration properties, largely associated
with option payments for Mt. Kare, and for acquisition of subsidiaries.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
48 ______________________________________________________________________________________________________





The
Company had a cash balance of $1,065,000 at December 31, 2007, as compared to a
cash balance of $1,369,000 at December 31, 2006.   Year
Ended December 31, 2006  In
this discussion of Buffalos results of operations and financial condition,
financial amounts, other than per-share amounts, have been rounded to the
nearest thousand dollars.   Exploration
Expenses In
the year ended December 31, 2006, the Company spent $7,887,000 on exploration
activities. Of this amount, $7,167,000 was incurred developing the Mt. Kare
Property. In addition to the ongoing camp expenses at Mt. Kare, the Company
planned and undertook an extensive drilling program, the results of which are
summarized above. The exploration activities on other properties were much more
limited, with the most effort being expended on the Hannah 1, where the Company
spent $279,000. Exploration expenses for the year ended 2005 were $400,000.  The
Company expects that exploration expenditures will increase in fiscal 2007 as
additional drilling rigs are placed into action and the camp is expanded at Mt.
Kare.   Administrative
Expenses In
the year ended December 31, 2006, the Company incurred administrative expenses
of $6,684,000 compared to $1,018,000 in the year ended December 31, 2005. In the
year ended December 31, 2005, the Companys activity was limited to fulfilling
its public company obligations and investigating properties with three part-time
personnel. By December 31, 2006, the Company had ten personnel of whom three
were engaged full-time on the Companys activities. Of the $6,684,000 in
administrative expenses, $3,883,000 was stock-based compensation.  The
most significant increases in operating expenses were personnel related:
consulting fees increased from $151,000 in the year ended December 31, 2005 to
$872,000 in the year ended December 31, 2006. Investor relations increased from
$nil in 2005 to $735,000 in 2006 as the Company communicated corporate
developments to the investment community. The Company incurred $3,883,000 in
stock-based compensation expense associated with the award of stock options to
directors, employees and contractors, compared to $661,000 in 2005. The increase
in expenses for year end was a function of the increased activity, as discussed
above for the period.  Administrative
expenses, excluding stock-based compensation are a little higher in the fourth
quarter of 2006 due to year-end accruals. The Company expects that
administrative expenses in 2007 will be broadly comparable to 2006.  Other
Items During
the year ended December 31, 2006, the Company did not have any interest-bearing
debt. During the fiscal year 2006, the Company earned $286,000 from funds held
in term deposits. In fiscal year 2005, the Company earned $8,000 of interest
income.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
49 ______________________________________________________________________________________________________





During
the second quarter, the Company acquired shares of Solomon Gold PLC. The shares
of Solomon Gold are publicly traded on the London Stock Exchange. Between the
date of purchase and December 31, 2006, the value of the Companys investment
decreased by $141,000, of which $34,000 has been recognized as an expense in the
fourth quarter.  In
2003, the Company undertook exploration activities in China which were not
successful. Subsequently the Company obtained promissory notes in respect to
reimbursement of due diligence costs. In 2005, the Company fully provided for
doubtful collection of the final promissory note as it was past due. In the
second quarter, the Company recovered $54,000 on account of the promissory note
(principal balance of $47,500) and accrued interest.   Net
Loss The
net loss for the year ended December 31, 2006 was $13,671,000 or $0.42 per share
as compared with a net loss for the year ended December 31, 2005 of $1,400,000
or $0.14 per share.   Change
in Financial Position At
December 31, 2006, the Company had total assets of $28,822,000 as compared to
$3,801,000 at December 31, 2005. The change in total assets is due primarily to
(1) net proceeds from private placements and the exercise of warrants and
options of approximately $27 million; and (2) issuance of common shares for the
purchase of Gold FX, offset by cash expenditures on operating and investing
activities.  On a
net basis, operating activities in the year ended December 31, 2006 consumed
cash of $10,176,000 compared to $507,000 for the comparative period in 2005. Of
the $13,671,000 loss for the period, $3,883,000 related to stock-based
compensation, $393,000 to the write down of marketable securities and $22,000 to
the amortization of Companys property, plant and equipment, none of which
consumed cash. Furthermore, the Companys accounts payable increased by $421,000
to $916,000 in the year ended December 31, 2006 period, largely due to payments
made on accruals associated with drilling costs on the Mt. Kare Property.  In
the year ended December 31, 2006, the Company provided $27,425,000 of cash from
financing activities, net of commissions and legal fees from the April and
September 2006 private placements. In the comparative period, the Company
provided $4,121,000 of cash from financing activities.  Buffalo
used $19,415,000 in investing activities in the year ended December 31, 2006. In
the comparative period the Company used $227,000 of cash in investing
activities. Most of the cash used in investing activities related to the
purchase of marketable securities ($18,424,000), for acquisition of exploration
properties ($735,000), largely associated with option payments for Mt. Kare and
for acquisition of a subsidiaries ($115,000). Full particulars are provided in
the notes to the financial statements.  The
Company had a cash balance of $1,369,000 at December 31, 2006, as compared to a
cash balance of $3,542,000 at December 31, 2005.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
50 ______________________________________________________________________________________________________





Year
Ended December 31, 2005  In
this discussion of the Companys results of operations and financial condition,
financial amounts, other than per-share amounts, have been rounded to the
nearest thousand dollars.  The
loss for the year ended December 31, 2005 was $1,400,000 compared to a loss of
$81,000 in the prior year. The Company spent $1,419,000 on operations,
$1,214,000 of which was spent in the fourth quarter. For the first two quarters
of 2005, the Company was relatively inactive as it evaluated prospective
properties. The large increase in expenditures in the year ended December 31,
2005 reflects the reactivation of the Company on the TSX Venture Exchange,
exploration activity on the Mt. Kare and Red Properties, along with consulting
fees and stock-based compensation.  The
Company spent $275,000 on a drilling program for the Red Property and $126,000
maintaining the Mt. Kare Property.  Administrative expenses increased from
$154,000 in 2004 to $1,018,000 in 2005. The largest elements of the increase
were stock-based compensation (2005 - $661,000; 2004 - $nil) and consulting fees
(2005 - $151,000; 2004 - $33,000). Consulting fees increased as new management
staff were hired.  There
were several other income and expense items that were not of a recurring nature.
The Company recorded a $14,000 gain on the settlement of accounts payable and a
$58,000 gain on the settlement of a loan payable. In 2004, the Company accrued a
$95,000 gain on recovery of evaluation and due diligence costs.  By
December 31, 2005, the Company had collected only half this amount and provided
for the balance ($48,000) as being uncollectible. The Company continues to seek
payment of this amount.  At
December 31, 2005, the Company had total assets of $3,801,000 as compared to
$207,000 at December 31, 2004. The increase was due primarily to cash generated
from private placements, less amounts spent on operations and settlement of
debts. On a net basis, operations for the year consumed cash of $507,000
compared to $18,000 in 2004. The operating loss of $1,400,000 was the largest
element of cash flows from operating activities, offset by non-cash items
including stock-based compensation ($661,000), the gain on settlement of loans
payable ($58,000) and the provision for doubtful collection of a note receivable
($48,000) and by net working capital cash flows, including a $277,000 increase
in accounts payable and accrued liabilities, which did not require cash
flow.  Buffalo
generated $4,121,000 from financing activities in the year ended December 31,
2005, with $3,446,000 of that happening in the fourth quarter. Proceeds from
private placements of $4,482,000 were offset by share issue costs of $325,000
and the Company used $36,000 to repay loans payable.  The
Company used $227,000 of cash in investing activities in the year ended December
31, 2005, with $222,000 being used in the purchase of exploration
properties.  In
aggregate, the Company generated cash of $3,386,000 in the year ended December
31, 2005, of which $2,990,000 was generated in the fourth quarter. The Company
had a cash balance of $3,542,000 at December 31, 2005.  The
net loss for the year ended December 31, 2005 was $1,400,000 or $0.14 per share
as compared with a net loss for the year ended December 31, 2004 of $81,000 or
$0.02 per share.    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
51 ______________________________________________________________________________________________________





B. Liquidity
and Capital Resources  The
Company does not have sufficient resources to fund its operations for 12 months
and will be required to raise further capital. The Company's activities to date
have been funded through the sale of share capital. While the Company expects
that it will continue to be able to utilize this source of financing until it
develops cash flow from its operations, there are no assurances that the Company
can continue to obtain such financings; failure to obtain funding would result
in the curtailment of mining, mining development and exploration activities
until such financing could be obtained.  In
March 2007, the Company issued 17,000,000 common shares to Longview as
consideration for the Mt. Kare Property. The shares had a value of US$0.90 per
share, being the closing price on the date of issue, for an aggregate value of
$15,298,000. The value of the shares and the related future income tax liability
have been included in the cost of the Mt. Kare Property. The 17,000,000 common
shares issued to Longview are subject to escrow and will be released from escrow
over an 18-month period.  In
June 2007, the Company issued 3,521,648 common shares to Madison as
consideration in respect of the Mt. Kare Property. The shares had an aggregate
value of $3,375,502.  In
December 2007, the Company completed a brokered private placement of 8,670,000
units at a price of $0.45 per unit to generate gross proceeds of $3,901,500.
Each unit comprises one common share and a half-warrant with each whole warrant
exercisable to purchase a common share at $0.75 for a period of two years. The
Company incurred offering costs of $273,105.  The
Company generated $124,515 from the exercise of 300,000 stock options
exercisable at between US$0.35 and US$0.45 per share.  The
Company generated $195,618 from the exercise of 280,456 share purchase warrants
at prices between US$0.50 per share and US$1.25 per share.  At
December 31, 2007, the Companys working capital deficiency was $2,122,000, down
from working capital of $19,577,000 at December 31, 2006. The decrease was due
primarily to cash consumed by operations and the purchase of marketable
securities and an equity interest in Kinbauri. A further contribution to the
deficiency was the assumption of over $6 million in net current liabilities on
the merger with Sargold.  The
Company is currently in discussions with a party to provide debt financing. If
successful, this would be used to fund the Furtei operations and, in particular,
development of underground mining. The Company owns shares in publicly traded
companies which it can sell to generate cash to fund operations. The Company
also owns warrants in publicly traded companies that are currently in the money,
which it could exercise.  Apart
from the initiatives discussed above, the Company is not aware of any trends,
commitments or events that may affect its liquidity in the foreseeable future.
The Company has not made any commitments for capital expenditures. Material
increases or decreases in the Company's liquidity will be substantially
determined by the success or failure of raising additional funds through private
placements, debt offerings and its planned development of its properties.  In
addition, the Company is committed to issuing common shares, as discussed in
Item 4D. Property, Plants and Equipment  Mt. Kare Property.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
52 ______________________________________________________________________________________________________





Outlook  We
expect that expenses may increase in future quarters depending on the outcome of
existing exploration and investment initiatives.   C. Research
and Development, Patents and Licenses, etc.  As
the Company is a development-stage company and does not undertake research and
development or have any protected intellectual property rights, the information
required by this section is inapplicable.   D. Trend
Information  The
Company now has a producing property at Furtei, but that property is still in
the development stage. The Companys has only operated the facility since
October 2007 and does not have a long enough operating history to establish
meaningful trends. In particular, the Company has been taking ore from various
deposits on its property and processing them in the plan to establish the best
way to extract gold from the ore. Accordingly, an analysis of production, sales
and inventory is not applicable.  The
principal issue is that the Company has not, to date, established a detailed
operating plan that identifies the best use of the deposits. The Canadian
National Instrument 43-101 report being prepared by Wardrop (see Item 4.D above)
is expected to help in this regard.   E. Off-Balance
Sheet Arrangements  The
Company has not engaged in any off-balance sheet arrangements such as
obligations under guarantee contracts, a retained or contingent interest in
assets transferred to an unconsolidated entity, any obligation under derivative
instruments or any obligation under a material variable interest in an
unconsolidated entity that provides financing, liquidity, market risk or credit
risk support to the Company or engages in leasing, hedging or research and
development services with the Company.   F. Tabular
Disclosure of Contractual Obligations  At
December 31, 2007, the Company had no contractual obligations of the type
required to be disclosed in this section. The Company must however make payments
to maintain its option interests as disclosed in Item 5B above.  2008
2009
2010
2011
2012 and
beyond
TotalLong-term liabilities
(1)
$
             -
$
         -
$7,581,210
$
             -
$
             -
$7,581,210Employee entitlement (2)
-
-
-
-
810,987
810,987Sardinia regional grant
repayable (3)
678,762
-
-
-
-
678,762Obligation to Gold Fields
(4)
318,862
-
-
-
-
318,862Government assistance
(5)
1,350,675
-
-
-
-
1,350,675Asset retirement obligations
(6)
100,000
250,000
250,000
500,000
3,517,669
4,617,669$2,448,299
$250,000
$7,831,210
$500,000
$4,328,656
$15,358,165   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
53 ______________________________________________________________________________________________________





1. Long-Term
debt obligations  Progemisa
SpA, is due 5,254,512 ($7,581,210), which is repayable when the financial
situation of SGM makes it commercially reasonable and economically feasible.
This loan does not currently bear interest, and is repayable by SGM in advance
of some, but not all monies owed to certain Buffalo subsidiaries.  2. Employee
entitlement  The
employee entitlement represents a statutory obligation to SGMs employees in the
event their employment is terminated. This amount may be payable prior to
termination in certain circumstances.  3. Sardinia
regional grant repayable  The
note payable of $678,762 (470,448) to the Sardinian Region Financing Institute
(SRFI) represents a loan received by SGM plus accrued interest. The loan was
provided in advance to SGM in lieu of the entitlement SGM may have received
under a Sardinian Region Grant (SRG) of 1,560,000 for work it was to
undertake developing certain underground gold deposits. Through December 31,
2007 as the majority of the advanced funds had not been spent on developing the
deposits, SRFI has requested a repayment of the advanced funds plus accrued
interest. The Company is in negotiation with SRFI as to a repayment schedule,
which would permit the continued operation of the Furtei mine.  4. Obligation
to Gold Fields  The
amount due to Gold Fields Netherlands Services BV (Gold Fields) relates to a
commitment to issue shares in two equal tranches on each of December 22, 2007
and 2008 as part of an earlier exploration property acquisition. The 2007
obligation equates to 280,112 common shares of the Company which to date have
not been issued.  5. Government
assistance  Government
assistance represents an obligation assumed with the acquisition of Sargold and
relates to funds previously received from Italian government agencies towards
certain exploration work on the Furtei and Osilo properties. Repayment is
contingent upon developing deposits to the point of production at which time
repayment terms will be determined.  6. Asset
retirement obligations  The
Company has recorded a liability for asset retirement obligations of $4,617,669
at December 31, 2007. Asset retirement obligations represent the legal and
contractual obligations associated with the termination of the Companys license
to mine the Furtei Property. These obligations consist of costs associated with
filling unused pits, replanting vegetation and removing the Companys processing
facility. Environmental regulations and the related body of law are continually
developing and are generally expected to become more restrictive. Newly enacted
regulations or interpretations of the law could materially increase the
Companys asset retirement obligations.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
54 ______________________________________________________________________________________________________





G. Safe
Harbor  Statements
included here, which are not historical in nature, are forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including without limitation, statements as to
management's beliefs, strategies, plans, expectations or opinions in connection
with the Company's performance, which are based on a number of assumptions
concerning future conditions that may ultimately prove to be inaccurate and may
differ materially from actual future events or results. Readers are referred to
the documents filed by the Company with the pertinent security exchange
commissions, specifically the most recent quarterly reports, annual report and
material change reports, each as it may be amended from time to time, which
identify important risk factors that could cause actual results to differ from
those contained in the forward-looking statements.   ITEM
6. DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES   A. Directors
and Senior Management   Damien
Reynolds Mr.
Reynolds is the executive chairman of the board of directors and was the chief
executive officer from October 2004 to September 2007, having also assumed the
role of president on an interim basis from March to June 2006. He has been
involved in the junior resource sector for 20 years, most recently as executive
chairman of Tournigan Gold Corporation from September 2005 to October 2006 and
president of Tournigan Gold Corporation from 1999 to September 2005.  He
has been a self-employed business executive since 1991 and is currently chairman
and CEO of Longview Capital Partners Inc. Mr. Reynolds is 41 years old.  Brian
McEwen Mr.
McEwen has served as the Companys president since May 2006 and chief executive
officer since September 2007 and was the chief operating officer from May 2006
to August 2007. He is a mining geologist with more than 25 years of exploration
and production experience in open-pit and underground mining properties and
operations throughout the world. Mr. McEwens project experience includes
project management, economic evaluations, reserve evaluations, mine planning,
and detailed geology for various gold, copper, lead, zinc, industrial minerals,
coal and oil sands companies. Mr. McEwen in 50 years old.  Simon
Anderson Mr.Andersonhas been the secretary and chief financial officer of the
Company since May 2004.  Mr. Anderson is a Chartered Accountant, and from
1994 to 1996 was a partner with BDO Dunwoody, an international accounting and
consulting firm, where he specialized in mergers, acquisitions and valuations.
 Since 1996, Mr. Anderson has been a 50% owner and vice president of MCSI
Consulting Group.  He has served as a director or senior officer of a
number of public companies since 1996.  Mr. Anderson is 47 years old.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
55 ______________________________________________________________________________________________________





Mark
Dugmore Mr.
Dugmore, Gold FXs managing director, was appointed as Buffalos vice-president
corporate development in March 2006.  Mr. Dugmore holds a masters degree
in exploration and mining geology from James Cook University, Australia and has
20 years global experience in the mining and minerals exploration industry. This
experience includes serving as manager for Australia/Asia/Africa and global base
metals for BHP Minerals and as an independent consultant providing advice to the
mining industry and government.  Mr. Dugmore is 44 years old.  James
G. Stewart Mr.
Stewart is a director of the Company.  Mr. Stewart is a lawyer who has
practiced law in both private practice and as corporate counsel since 1984 and
has extensive experience in the fields of mining, corporate finance and
securities law.  Mr. Stewart is 50 years old.  Douglas
Turnbull Mr.
Turnbull is a director of the Company.  He is a consulting geologist who,
through his company, Lakehead Geological Services, Inc., provides geological
consulting services for a number of Canadian private and public companies
including Madison Enterprises Ltd. and Oromin Explorations Ltd.  Mr.
Turnbull is 45 years old.  There
are no family relationships between any of the people named above. There are
agreements in effect between Buffalo and Longview, which Mr. Reynolds controls
(see Item 4D. Property, Plants and Equipment  Mt. Kare Property) and between
Buffalo and Madison Minerals Inc. in which Mr. Stewart is a shareholder and
director (see also Item 4D. Property, Plants and Equipment  Mt. Kare
Property).   B. Compensation  During
the fiscal year ended December 31, 2007, the Company paid or accrued a total of
$761,044 in compensation to its directors and officers. This amount does not
include the fair value of stock options granted to or exercised by such
directors and officers. No other funds were set aside or accrued by the Company
during the fiscal year ended December 31, 2007 to provide pension, retirement or
similar benefits for directors or officers of the Company pursuant to any
existing plan provided or contributed to by the Company under applicable
Canadian laws.  The
Company is required, under applicable securities legislation in Canada, to
disclose to its shareholders details of compensation paid to its executive
officers.  The following fairly reflects all material information regarding
compensation paid to the Companys executive officers which has been disclosed
to the Companys shareholders under applicable Canadian law.  Cash
and Non-Cash Compensation  Executive Officers and Directors The
Company currently has four executive officers: Damien Reynolds, chairman, Brian
McEwen, president and chief executive officer; Simon Anderson, chief financial
officer and secretary, and Mark Dugmore, vice president corporate development.
Mr. John Tully was an executive officer until his death in March 2006. The
Company compensated a company beneficially owned by the estate of John Tully in
2007. As noted above, Mr. Turnbull and Mr. Stewart are non-executive directors
of the Company.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
56 ______________________________________________________________________________________________________





The
following table sets forth all annual and long term compensation for services in
all capacities to the Company for the fiscal year ended December 31, 2007 in
respect of the individuals who were, at December 31, 2007, the Companys
directors and members of management: Summary
Compensation Table For
the Year Ended
December
31, 2007
Salaries, Consulting and Professional
Fees
Contingent or Deferred CompensationDamien
Reynolds, chairman of the board and director1
$  181,500
$ nilBrian
McEwen, president, chief executive officer and director2
169,044
$ nilJohn
Tully, former president, chief executive officer and
director3
101,500
$ nilSimon
Anderson, chief financial officer4
49,500
$ nilMark
Dugmore, vice president corporate development
76,500
$ nilJames
G. Stewart, director5
121,500
$ nilDouglas
Turnbull, director6
61,500
$ nil$  761,044(1)
In 2007, Mr. Reynolds was paid through Feehily, MacPhedra, OldField,
Reynolds Ltd. a company beneficially owned by Mr. Reynolds.(2)
In 2007, Mr. McEwen was paid through Brian R. McEwen Consulting Inc., a
company beneficially owned by Mr. McEwen.(3)
In 2007, was paid to John. V. Tully & Associates Inc., a company
beneficially owned by the estate of Mr. Tully.(4)
In 2007, Mr. Anderson was paid through MCSI Consulting Services Inc., a
company 50% owned by Mr. Anderson.(5)
In 2007, Mr. Stewart was paid through J.G. Stewart Law Corp. Ltd., a
company owned by Mr. Stewart.(6)
In 2007, Mr. Turnbull was paid through Lakehead Geological Services Inc.,
a company controlled by Mr. Turnbull. In addition, Lakehead Geological
Services Inc. received $23,108 in respect of consulting services provided
by individuals other than Mr. Turnbull.  Option
Grants in Last Fiscal Year The
Company granted stock options during the fiscal year ended December 31, 2007 to
its officers and directors as follows:  Name
Stock Options Granted
(Common Shares)
Purchase Price
Exercise Price
Expiration DateDamien
Reynolds
1,100,000
nil
$0.53
Dec 4, 2012Brian
McEwen
700,000
nil
$0.53
Dec 4, 2012Simon
Anderson
100,000
nil
$0.53
Dec 4, 2012James
G. Stewart*
350,000
nil
$0.53
Dec 4, 2012Douglas
Turnbull
200,000
nil
$0.53
Dec 4, 2012Mark
Dugmore
100,000
nil
$0.53
Dec 4, 2012  *
granted to JG Stewart Law Corp., a company controlled by James G. Stewart  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
57 ______________________________________________________________________________________________________





Pension
and Retirement Plan Disclosure The
Company does not provide retirement benefits for directors and executive
officers.  Termination
of Employment, Change in Responsibilities and Employment Contracts In
November 2007, the Company entered into an agreement with Brian R. McEwen
Consulting Inc. in respect of Mr. McEwens services. The agreement provides for
annual compensation of $212,600. The agreement may be terminated on 30 days
notice by the Company.  Directors The
Company has no arrangements, standard or otherwise, pursuant to which directors
are compensated by the Company for their services in their capacity as
directors, or for committee participation, or involvement in special assignments
during the most recently completed financial year or subsequently up to and
including the date of this annual report, except that directors are compensated
for their actual expenses incurred in the conduct of their duties as directors
and certain directors may be compensated for services rendered as consultants or
experts.  During
the year ended December 31, 2007, the Company cancelled 500,000 stock options
held by directors with an exercise price of US$2.08 per share and awarded new
stock options at $0.53 per share to the same individuals. The cancellation and
issuance were treated as a repricing of stock options for accounting
purposes.   C. Board
Practices  The
directors of the Company hold office for a term of one year or until the next
annual general meeting of the Company, at which time all directors retire, and
are eligible for re-election. Damien Reynolds has been a director of the Company
since October 2004, its chairman since October 2004. James G. Stewart was the
secretary of the Company from May 1998 until he resigned in April 2003, and has
been a director of the Company since November 1999.  Douglas Turnbull has
been a director of the Company since June 2001. John Tully was a director of the
Company until his death in March 2006. Mr. Park was a director of the Company
from March 2006 until May 2006. James Walchuk was a director of the Company from
February 2006 until April 2008. Brian McEwen has been a director of the Company
since June 2006.  The
Board has established a Compensation Committee, which is responsible for
reviewing the adequacy and form of compensation paid to the Companys executives
and key employees, and ensuring that such compensation realistically reflects
the responsibilities and risks of such positions.  In fulfilling its
responsibilities, the Compensation Committee evaluates the performance of the
chief executive officer and other senior management in light of corporate goals
and objectives, and makes recommendations with respect to compensation levels
based on such evaluations. The Compensation Committee members are Damien
Reynolds, Douglas Turnbull and James G. Stewart. Compensation Committee members
abstain from decisions regarding their own compensation.  The
Company does not have any arrangement to provide benefits to directors upon
termination.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
58 ______________________________________________________________________________________________________





The
Companys audit committee is comprised of James G. Stewart, Douglas Turnbull and
Brian McEwen. The audit committee is appointed by the board of directors and its
members hold office until removed by the board of directors or until the next
annual general meeting of the Company, at which time their appointments expire
and they are then eligible for re-appointment.  The audit committee
operates under the terms of an audit committee charter. In summary, the audit
committee reviews the audited financial statements of the Company and liaises
with the Companys auditors and recommends to the board of directors whether or
not to approve such statements.  At the request of the Companys auditors,
the audit committee must convene a meeting to consider any matters which the
auditor believes should be brought to the attention of the board of directors or
the shareholders of the Company.  The
complete audit committee charter follows:  STATEMENT
OF POLICY  The
purpose of the audit committee is to assist the board of directors (the Board)
in discharging its responsibilities with respect to the accounting policies,
internal controls, and financial reporting of Buffalo Gold Ltd. (the Company).
The audit committee is also responsible for monitoring compliance with
applicable laws and regulations, standards of ethical business conduct, and the
systems of internal controls. The audit committee shall have the authority to
retain special legal, accounting, or other consultants to advise the audit
committee. The audit committee may request any officer or employee of the
Company, or the Companys outside counsel or independent auditor to attend a
meeting of the audit committee or to meet with any members of, or consultants
to, the audit committee.  MEMBERSHIP
REQUIREMENTS  The
audit committee shall conform to the requirements of the policies of the TSX
Venture Exchange in effect from time to time, and comprise at least three
directors, of whom a majority are not employees. Audit committee members will be
appointed annually.  RESPONSIBILITIES  The
primary responsibility for financial and other reporting, internal controls and
compliance with laws and regulations and ethics rests with the management of the
Company. However, the board of directors has determined that:  A. The audit committee is directly responsible for the appointment,
compensation, retention and oversight of the work of the Companys independent
auditor engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Company.  B. Any
engagement of the independent auditor to perform services other than audit,
review and attest services must be approved by the audit committee. In order to
safeguard the independence of the auditor, for any proposed non-audit
engagement: (i) management and the auditor must affirm to the audit committee
that the proposed non-audit service is not prohibited by applicable laws, rules
or regulations; (ii) management must describe the reasons for hiring the auditor
to perform the services; and (iii) the auditor must affirm to the audit
committee that it is qualified to perform the services.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
59 ______________________________________________________________________________________________________





C. The Companys independent auditor shall report directly to the
audit committee.  D. The audit committee is responsible for resolving any disagreements
between the Companys management and independent auditor regarding financial
reporting.  E. The audit committee shall establish procedures for (i) the
receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls and auditing matters and (ii)
the confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters.  F. The audit committee may engage independent counsel and other
advisers as it determines necessary to carry out its duties.  G. The audit committee may use funds from the Company to (i)
compensate any independent auditor engaged by the audit committee for the
purpose of preparing or issuing an audit report or performing other audit,
review or attest services for the Company, (ii) compensate any advisers employed
by the audit committee, and (iii) pay for any ordinary administrative expenses
of the Committee that are necessary to carry out its duties.  SPECIFIC
DUTIES  The
audit committee has the following specific duties and reporting
requirements:  1. The audit committee shall meet on a regular basis and call special
meetings as circumstances require.  2. The audit committee shall report its activities to the Board on a
regular basis, such as after each meeting, so that the Board is kept informed of
its activities on a current basis.  3. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.  4. Review and recommend to the Board the independent auditors to be
selected to audit the financial statements of the Company, its divisions and its
subsidiaries, if any.  5. Receive periodic reports and/or disclosures from the independent
auditors delineating all relationships with the Company, review any disclosed
relationships that may impact the objectivity and independence of the auditors,
and recommend that the Board take appropriate action in response to the
independent auditors report to satisfy itself of the auditors
independence.  6. Approve the fees of the independent auditors budgeted for each
year.  7. Evaluate the performance of the independent auditors.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
60 ______________________________________________________________________________________________________





8. Review with management and the independent auditors, the Companys
periodic financial statements, related footnotes and managements discussion and
analysis.  9. Meet periodically with management to review the Companys major
financial risk exposures and the steps management has taken to monitor and
control such exposures.  10. Meet with the independent auditors and financial management of the
Corporation to review the scope of the proposed audit for the current year and
the audit procedures to be utilized, and at the conclusion thereof, review such
audit, including any comments or recommendations of the independent
auditors.  11. Review with management and the independent auditors major issues
regarding accounting and auditing principles and practices as well as the
adequacy of internal controls that could significantly affect the Companys
financial statements.  12. Review with the independent auditors and the Companys financial
management, the adequacy and effectiveness of the accounting and financial
controls of the Corporation, and elicit any recommendations for the improvement
of such internal control procedures or particular areas where new and more
detailed controls or procedures are desirable.  13. Provide sufficient opportunity for the independent auditors to
meet with the members of the audit committee without members of management
present. Among the items to be discussed in these meetings are the independent
auditors evaluation of the Corporations financial, accounting, and auditing
personnel, and the cooperation that the independent auditors received during the
course of the audit.  14. Review, with the Companys outside counsel when appropriate, any
legal matters that may have a material impact on the organizations financial
statements, the Companys compliance policies and any material reports or
inquiries received from regulators or governmental agencies.  15. Review with the independent auditor any problems or difficulties
the auditors may have encountered and any management letter provided by the
auditor and the Companys response to that letter. Such review should include
any difficulties encountered in the course of the audit work including any
restrictions on the scope of activities or access to required information.  16. Advise the Board with respect to the Companys policies and
procedures regarding compliance with applicable laws and regulations and with
the Corporations by-laws and other adopted policies and procedures.  17. The audit committee shall instruct the independent auditors that,
if any significant problems are uncovered or if there are any areas that require
its special attention, the chairman of the audit committee is to be so
advised.  18. The audit committee shall obtain from management explanations for
all significant variances in the financial statements between years. The audit
committee should consider whether the data are consistent with periodic
managements discussion and analysis (MD&A).  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
61 ______________________________________________________________________________________________________





19. The audit committee and the Board shall consider whether the
independent auditors should meet with the full Board to discuss any matters
relative to the financial statements and to answer any questions that other
directors may have. Investigate
any matter brought to the audit committees attention within the scope of its
duties, with the power to retain outside counsel, accountants, or others to
assist in the conduct of the investigation if the audit committee deems
appropriate.   D. Employees  During
the fiscal year ended December 31, 2007, the Company had an average of five
employees, all of whom worked out of the Companys head office. Of the five
employees, three worked in management and two in accounting. The Company was
also responsible for a further employee associated with its Mt. Kare Property,
although the Company did not directly employ him. Some employees were engaged
either through a management company or as consultants. At the end of the fiscal
years ended December 31, 2007, 2006 and 2005, the Company had an average of 50,
five and five employees respectively.   E. Share
Ownership  The
following table sets forth the share ownership of those persons listed in Items
6A and 6B above and includes the details of all options or warrants to purchase
shares of the Company held by such persons:    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
62 ______________________________________________________________________________________________________





Name
Number of
Common
Shares Held
at June 13
2008
Number of
Options or
Warrants
Outstanding at
June 13,
20087
Beneficial
Percentage
Ownership2
Exercise
Price
Expiry
DateDamien
Reynolds2
-
1,250,000
1.2%
US$0.35
Oct. 5, 2010US$0.52
Dec. 4, 2012Simon
Anderson3
25,000
325,000
1.3%
US$0.375
Dec. 13, 2010US$2.08
Sep 25, 2011US$0.52
Dec. 4, 2012J.G. Stewart4
527,411
536,000
1.0%
US$0.50
Apr. 16, 2008US$0.35
Oct 5, 2010US$1.00
Jul. 26, 2011US$0.52
Dec. 4, 2012James Walchuk
59,500
150,000
0.2%
US$0.45
Feb. 1, 2011US$2.08
Sep 25, 2011Douglas
Turnbull5
461,044
400,000
0.8%
US$0.50
Apr. 16, 2008US$0.35
Oct 5, 2010US$0.52
Dec. 4, 2012Brian McEwen
33,500
940,000
0.9%
US$0.85
May 30, 2011US$1.00
Jul 26, 2011US$0.52
Dec. 4, 2012Mark Dugmore6
627,165
250,000
0.8%
US$1.05
Mar. 31, 2011US$2.08
Sep 25, 2011US$0.52
Dec. 4, 2012Total:
1,733,620
3,851,000
5.2%1.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission.  In computing the number of shares owned by a
person and the percentage ownership of that person, common shares subject
to options and warrants held by that person that are currently exercisable
or exercisable within 60 days of June 13, 2007, are deemed outstanding.
Such shares, however, are not deemed outstanding for the purposes of
computing the percentage ownership of any other person.2.
This
table has been prepared based on 107,177,732 common shares outstanding as
of June 13, 2008.3.
All
common shares are held through MCSI Capital Corp. in which Mr. Anderson
holds a 50% interest.4.
All
common shares and options are held through J.G. Stewart Law Corporation,
which is controlled by Mr. Stewart.5.
211,044
common shares are held through Lakehead Geological Services Inc., which is
controlled by Mr. Turnbull.6.
Common
shares are held by Susan Rosemary Dugmore as Trustee for Gold Investment
Trust.7.
All
options were acquired at no cost.   ITEM
7. MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS   A. Major
Shareholders  The
following table sets forth the share ownership of those persons holding greater
than 5% of the Companys common shares based on information available to the
Company:   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
63 ______________________________________________________________________________________________________





Name
Number of Common
Shares Held
at May 30, 2008
Percentage of
Common Shares
Outstanding
at May 30, 2008CDS
& Co.
70,041,664
65.5%Longview
Capital Holdings Ltd.
13,588,444
12.7%Cede
& Co.
8,097,071
7.6%Total:
91,727,179
85.8%  The
following is a description of changes in major shareholdings. Since only
shareholdings over 10% need to be disclosed in Canada, shareholdings between 5%
and 10% that are required to be disclosed here could be held through an
intermediary without the Companys knowledge.  2004
to 2005  In our 2004 annual report, we reported that Affaires Financiers SA
held 8.9% of the issued common shares but none were shown in our 2005 report; it
is not known if Affaires Financiers SA still owned any common shares. Following
a series of private placements, in our 2005 report we disclosed that Firebird
Global Master Fund Ltd. owned 4,000,000 common shares.  2005
to 2006  In our 2005 annual report we reported that Firebird Global Master Fund
Ltd. owned 4,000,000 common shares; we do not know if Firebird Global Master
Fund Ltd. still owns shares. The Company issued 17,000,000 common shares to
Longview Capital Holdings Ltd. as part of the acquisition of the Mt. Kare
property.  2006
to 2007 - The principal change is the increase in the number of shares held
through CDS & Co., which increased by about 33 million shares. This was a
result of equity issuances for cash, payments on the acquisition of an interest
in Madison PNG (see Item 4.D) and the issuance of 21,597,976 common shares to
the former shareholders of Sargold as part of the Sargold merger.  No
major shareholder has been awarded any special or different voting rights. To
the knowledge of the Company, it is not controlled by another corporation, any
foreign government or by any other natural or legal persons severally or
jointly. The Company is not aware of any arrangement that could result in a
change in control of the Company.  As
at May 30, 2008 there were 106,897,620 common shares of the Company issued and
outstanding.  Based on the records of the Companys registrar and transfer
agent, Computershare Trust Company of Canada, of 510 Burrard Street, Vancouver,
British Columbia, Canada, as at June 12, 2008, there were 14 registered holders
of the Companys common shares resident in the United States, holding an
aggregate 10,308,113 common shares, including 8,097,071 shares held by Cede
& Co. This number represents approximately 9.6% of the total issued and
outstanding common shares of the Company as at May 30, 2008.   B. Related
Party Transactions  In
the period since the beginning of the Companys preceding three financial years,
up to the date of this document, the Company has not entered into any loans with
directors, officers or other related parties except for expense advances in the
ordinary course of business.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
64 ______________________________________________________________________________________________________





The
Company incurred the following expenses with officers, a former officer,
directors, a former director, companies and a law firm in which officers or
directors of the Company, or their spouses, hold an interest:  2007
2006
2005Consulting
fees
$  557,044
$  608,175
$  110,000Exploration
expenses
299,992
43,733
-Professional
fees
120,000
90,000
49,500Investor
relations
144,396
96,107
-Share
issue costs
-
20,000
5,500Exploration
properties
-
10,000
6,250Salaries
-
91,000
-Rent
and office costs
$   43,200
$    52,355
$     7,775  Included
in accounts payable and accrued liabilities at December 31, 2007 is $249,675
(2006 - $277,402) due to officers, a former officer, directors, consulting
companies and a law firm in which directors or officers hold an interest.
Accounts payable include $644,331 due to Progemisa SpA which holds a 10%
minority interest in SGM. Included in receivables is $23,964 due from a company
which has a director in common with the Company and $23,986 due from Progemisa
SpA.  These
transactions were in the normal course of operations and were measured at the
exchange value, which represented the amount of consideration established and
agreed to by the related parties. Mt.
Kare Property On
October 20, 2005, the Company entered into an option agreement with Longview
Capital Partners Limited to acquire up to a 90% interest in the Mt. Kare
Property in Papua New Guinea. Longview holds an option from Madison to acquire
up to a 100% interest of Madisons 90% interest in the Mt. Kare Property.
Longview is beneficially owned by one of the Companys directors. One of the
Companys directors is also a director and shareholder of Madison. In
order to acquire its interest in the Mt. Kare Property, the Company will assume
Longviews obligations under its agreement with Madison as follows:  ● The
Company will complete a preliminary feasibility study by January 4, 2007 and pay
Madison, in cash or shares at Madisons election, a total of $500,000 by October
1, 2006 on a quarterly basis to acquire a 49% interest in Madison PNG, a
wholly-owned subsidiary of Madison that is the holder of the Mt. Kare Property.
The Company paid $100,000 to Madison in 2005 and a further $200,000 in 2006. ● The
Company can acquire a further 2% interest (51% in the aggregate) by paying, in
cash or shares at the Companys election, a further $500,000 on or before
February 15, 2007. ● The
Company can acquire a further 14% interest in Madison PNG (65% in the aggregate)
by completing a bankable final feasibility study by July 4, 2008.  After
acquiring at least a 51% interest, the Company will have the right to acquire
the balance of Madisons interest based on an independent valuation of Madisons
remaining interest for cash or shares of the Company or a combination of both.
If the Company elects not to acquire Madisons remaining interest, the Company
and Madison will enter into a joint venture for the further development of Mt.
Kare.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
65 ______________________________________________________________________________________________________





The
Company issued 17,000,000 common shares to Longview upon the Company having
acquired the initial 49% interest in Madison PNG from Madison. In addition, the
Company agreed to pay Longview $200,000 in blocks of $50,000 on signing of the
acquisition agreement and every three months thereafter until paid, which
payments have been made.  In
June 2006, the Company entered into an agreement with Longview, Longview Capital
Holdings Ltd., Madison, Madison BVI and Madison PNG who all agreed to grant
Buffalo an extension of six months to the times within which Buffalo is required
to make certain cash payments and produce a preliminary feasibility study, and
pursuant to which Buffalo is entitled to exercise the Second Option (as defined
in the original agreement with Madison), in consideration for which Buffalo paid
 Madison the sum of $150,000.  In
June 2007, Buffalo further amended its agreement with Longview, Longview Capital
Holdings Ltd., Madison, Madison BVI and Madison PNG to revise the basis on which
it will acquire various interests in EL1093. Under this agreement, the Company
acquired a 60% interest in Madison PNG (which owns a 90% interest in EL1093) by
making a payment of $500,000 (settled with 521,648 common shares) and issuing a
further 3,000,000 common shares. This transaction completed in late June
2007.  In
conjunction with this transaction, Buffalo has the following options for earning
additional interest at Mt. Kare in the future:  a) The
Company may increase its interest to 75% by completing a bankable feasibility
study within four years of signing a definitive agreement. The Company is
entitled to a one-year extension if it actively carries out exploration work at
Mt. Kare and works towards the bankable feasibility study, spending at least
$500,000 in each year of the four-year period.  b) After
the Company has earned a 75% interest, it may acquire the remaining 25% at fair
market value. In
April 2008, Buffalo decided not to continue with either of the above earn-in
scenarios with Madison at Mt. Kare. Instead, Buffalo opted to trigger its joint
venture option with Madison, whereby each company must contribute on a pro rata
basis to the project costs or be diluted down. The JV will be implemented
following a 90-day notice period. Madison has advised the Company that it does
not intend to contribute to the joint venture with the result that its ownership
interest will be diluted.  Dynasty
Merger In
March 2007, the Company entered into a letter of intent with Dynasty Gold Corp.
(Dynasty), which has a director and officer in common with the Company.
 Under the agreement, Buffalo agreed to acquire all of the issued and
outstanding shares (the Dynasty Shares) of Dynasty in consideration for common
shares of Buffalo (Buffalo Shares) and the holders of outstanding options and
share purchase warrants of Dynasty will receive in exchange for those securities
options and share purchase warrants of Buffalo on the same terms, adjusted only
for the following share exchange ratio: Dynasty Shareholder were to receive one
Buffalo Share for each 4.5 Dynasty Shares held on the date the merger was
completed. Following due diligence, the parties terminated the merger.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
66 ______________________________________________________________________________________________________





Longview
Investor Relations Agreement In
July 2006, Buffalo entered into an agreement with Longview Strategies Inc. to
secure financial communications services. Longview Strategies Inc. has a
director and officer in common with Buffalo and holds shares of Buffalo. The
services include (1) providing introductions and ongoing communications with
writers and/or publishers of various subscriber based publications including
newspapers and magazines; (2) reviewing and providing advice regarding the
presentation and design of the Companys public communication materials; and
providing advice pertaining to the overall corporate development of the Company.
In exchange, the Company agreed to pay a monthly fee of $12,500 and options to
purchase 200,000 common shares of the Company at a price of US$0.80 per share
until June 22, 2011 vesting 25% every three months from the date of grant. The
agreement can be cancelled on 30 days notice. Premises
Rent In
2006, the Company entered into a premises lease agreement with an arms length
party in conjunction with Tournigan Gold Corporation, Longview Strategies
Incorporated and Bayswater Uranium Corporation, which have one or more directors
in common with the Company. The lease calls for basic rent of $1.87 million over
the period expiring February 27, 2013. Effective November 1, 2007, the Company
was removed from this lease and no longer has any obligation. Share
Escrow In
March 2007, Company received regulatory approval to issue 17,000,000 common
shares to Longview on the purchase of a 49% interest in the Mt. Kare property.
These common shares are subject to an escrow agreement dated March 8, 2007
between the Company, Computershare Trust Company of Canada and Longview. The
common shares issued to will be released from escrow over 18 months from the
Initial Release Date. The Initial Release Date is defined as the earlier of
(1) the date on which the Company receives a preliminary feasibility study on
the Mt. Kare property; and (2) the date that the Company acquires any interest
in Madison PNG.  Date
Number of SharesInitial
Release Date
4,250,000Six
months after Initial Release Date
4,250,000Twelve
months after Initial Release Date
4,250,000Eighteen
months after Initial Release Date
4,250,00017,000,000  Longview
Loan In
October 2006, the Company agreed to lend Longview Strategies Inc. the sum of
$1,813,050. Longview Strategies Inc. has a director and officer in common with
the Company and Longview Strategies Inc. owns shares of the Company.  The
loan was used by Longview to purchase 2,133,000 units of Madison. Longview was
to reimburse Buffalo for its opportunity cost. The loan and borrowing costs were
repaid in full including interest of $10,488.  In
November 2007, the Company borrowed $450,000 from Longview Incorporated, a
shareholder which has a director in common with the Company. The loan bore
interest at 8% and was repaid in the year ended December 31, 2007.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
67 ______________________________________________________________________________________________________





Kyoto
Loan In
November 2007, the Company borrowed $150,000 from Kyoto Planet Group (Kyoto),
a company with a director in common with the Company. The loan bore interest at
8% and was repaid in December 2007.  In
December 2007, the Company lent $300,000 to Kyoto, which has a director in
common with the Company. The loan bears interest at 8% and was repaid in
February 2008.   C. Interests
of Experts and Counsel  This
Form 20-F is being filed as an Annual Report under the Exchange Act and, as
such, there is no requirement to provide any information under this section.    ITEM
8. FINANCIAL
INFORMATION   A. Consolidated
Statements and Other Financial Information  This
annual report contains the financial statements for the Company for the fiscal
year ended December 31, 2007, which contains a report of an independent
registered public accounting firm dated May 30, 2008, balance sheets as at
December 31, 2007 and 2006, statements of operations and deficit for the fiscal
years ended December 31, 2007, 2006 and 2005, statements of cash flows for the
fiscal years ended December 31, 2007, 2006 and 2005 and notes to the financial
statements.  The
Company has not, nor intends to, distribute cash payments of dividends to its
shareholders.   B. Significant
Changes  No
significant changes have occurred since the date of the annual financial
statements included in this Annual Report on Form 20-F except for the
following: ● In
January 2008, the Company completed the second tranche of a brokered private
placement of 9,104,001 units at a price of $0.45 per unit to generate gross
proceeds of $4,096,800 of which $211,500 was received in 2007. Each unit
comprises one common share and a half-warrant with each full warrant exercisable
to purchase a common share at $0.75 for a period of two years. The Company
incurred cash offering costs of $474,078. In addition, the Company issued
1,114,711 broker warrants.  ● In
January 2008, the Company acquired 5,724,500 common shares of AMI at a price of
$0.40 per share in a private transaction with Longview which is controlled by an
officer and director of the Company. As a result of this transaction, the
Company now owns 7,170,000 common shares, representing approximately 22% of
AMIs issued and outstanding share capital.  ● In
April 2008, the Company gave notice to Madison that the Company wishes to
implement a joint venture at the Mt. Kare project in Papua New Guinea following
a 90-day notice period. The Company currently has a 60% interest in the Mt. Kare
project and Madison has 40%. Madison and the Company collectively hold a 10%
interest in trust for the local landowners, which is included in their
interests. The Company and Madison will have to contribute on a pro rata basis
to the project costs or their ownership interests will be diluted. Madison has
indicated that it will not be contributing to the joint venture and will be
subject to dilution.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
68 ______________________________________________________________________________________________________





● In
2008, the Company sold all its Kinbauri shares and warrants for net proceeds of
$9,152,715. As a result, Kinbauri ceased to be an equity investee effective
February 28, 2008.   ITEM
9. THE
OFFER AND LISTING   A. Offer
and Listing Details  The
high and low sale prices for the common shares of the Company for each of the
past five fiscal years, most recent six months and for each fiscal quarter in
each of the last two full financial years and subsequent periods on the TSX
Venture Exchange and the NEX are as follows:  High
LowAnnual2007
US$1.86
US$0.432006
US$2.87
US$0.372005
US$0.54
US$0.122004
US$0.27
US$0.102003**
US$0.90
US$0.01Quarterly2008First Quarter
US$0.56
US$0.352007Fourth Quarter
US$1.13
US$0.43Third Quarter
US$1.09
US$0.70Second Quarter
US$1.73
US$0.77First Quarter
US$1.86
US$1.112006Fourth Quarter
US$2.05
US$1.72Third Quarter
US$2.87
US$0.75Second Quarter
US$1.52
US$0.68First Quarter
US$1.36
US$0.37Monthly2008May
US$0.30
US$0.24April
US$0.39
US$0.23March
US$0.49
US$0.35February
US$0.50
US$0.39January
US$0.56
US$0.392007December
US$0.55
US$0.43 ** The
Companys shares were consolidated on a one for ten basis in February, 2003.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
69 ______________________________________________________________________________________________________





The
Companys shares have also traded on the Over the Counter Market and the
Frankfurt Exchange, as described in Item 9C. Markets, but the trading volumes
have not to date been significant.    B. Plan
of Distribution  This
Form 20-F is being filed as an annual report under the Exchange Act and, as
such, there is no requirement to provide any information under this section.   C. Markets  From
August 4, 2005, the Companys shares have traded on the TSX Venture Exchange.
For the period until September 24, 2007 the shares traded in US dollars under
the symbol BUF.U; from September 25, 2007 onwards, they traded in Canadian
dollars under the symbol BUF. Previously, the Companys common shares traded on
the NEX Exchange from December 17, 2003 until August 4, 2005, on the TSX Venture
Exchange from October 10, 2000 to December 16, 2003 and on the Canadian Dealing
Network from December 1, 1998 to October 9, 2000.  While
most of the Companys shares are traded on the TSX Venture Exchange, the
Companys shares have also traded on the Over the Counter market in the United
States (BYBUF) since April 21, 2006 and on the Frankfurt Exchange (B4K) since
February 2006.   D. Selling
Shareholders  This
Form 20-F is being filed as an annual report under the Exchange Act and, as
such, there is no requirement to provide any information under this section.   E. Dilution  This
Form 20-F is being filed as an annual report under the Exchange Act and, as
such, there is no requirement to provide any information under this section.   F. Expenses
of the Issue  This
Form 20-F is being filed as an annual report under the Exchange Act and, as
such, there is no requirement to provide any information under this section.    ITEM
10 ADDITIONAL
INFORMATION   A. Share
Capital  This
Form 20-F is being filed as an annual report under the Exchange Act and, as
such, there is no requirement to provide any information under this section.   B. Memorandum
and Articles of Association  The
information required under this section was previously reported in a
registration statement filed under Form 20-F and is incorporated by
reference.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
70 ______________________________________________________________________________________________________





C. Material
Contracts  The
Company entered into the following material contracts during the past two
years:  Bondi
Mining Ltd. In
May 2007, the Company signed a letter of intent to transfer all of its
Australian uranium assets to Bondi Mining Ltd. in exchange for a 42% stake in
that company. Under the terms of the arrangement, Bondi will acquire 100% of the
Companys Australian uranium portfolio, which is made up of 10 granted tenements
and 13 applications totaling 15,085 square kilometres in three major uranium
provinces in the Northern Territory and Queensland.  In
November 2007, Bondi acquired 100% ownership of the Companys uranium-based
exploration properties. In consideration, Bondi issued 25,000,000 fully paid
ordinary shares to the Company along with options to subscribe for 5,000,000
ordinary shares at $0.60 per share with an exercise period expiring in August
2009.  Sargold
Resource Corp. On
October 30, 2007, the Company and Sargold merged and the outstanding securities
of Sargold were exchanged for corresponding securities of the Company to acquire
Sargolds Sardinia gold mining and exploration projects. Under the terms of the
transaction, holders of Sargold securities received one common share, common
share purchase warrant or option of the Company in exchange for each 3.5 Sargold
common shares, common share purchase warrants or options which they held
immediately prior to October 30, 2007. The shareholders of Sargold held 24% of
the shares of the combined entity, immediately following the transaction. In
conjunction with the merger, the Company issued 21,597,976 common shares;
1,638,762 stock options; and 6,464,286 share purchase warrants.  Transactions
with Related Parties During
the period under review, the Company also undertook certain agreements with
related parties, which are described in Item 7.B above.   D. Exchange
Controls  There
are no governmental laws, decrees or regulations in Canada relating to
restrictions on the export or import of capital, or affecting the remittance of
interest, dividends or other payments to non-resident holders of the Companys
common shares.  Any remittances of dividends to United States residents
are, however, subject to a 15% withholding tax (5% if the shareholder is a
corporation owning at least 10% of the outstanding common shares of the Company)
pursuant to Article X of the reciprocal tax treaty between Canada and the United
States.  See Item 10E. Additional Information  Taxation below.  Except
as provided in the Investment Canada Act (the Act), which has
provisions which govern the acquisition of a control block of voting shares by
non-Canadians of a corporation carrying on a Canadian business, there are no
limitations specific to the rights of non-Canadians to hold or vote the common
shares of the Company under the laws of Canada or the Province of British
Columbia or in the charter documents of the Company.  Management
of the Company considers that the following general summary fairly describes
those provisions of the Act pertinent to an investment in the Company by a
person who is not a Canadian resident (a non-Canadian).  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
71 ______________________________________________________________________________________________________





The
Act requires a non-Canadian making an investment which would result in the
acquisition of  control of the Canadian business to notify the Investment
Review Division of Industry Canada, the federal agency created by the Act; or in
the case of an acquisition of a Canadian business, the gross value of the assets
of which exceeds certain threshold levels or the business activity of which is
related to Canadas cultural heritage of national identity, to file an
application for review with the Investment Review Division.  The
notification procedure involves a brief statement of information about the
investment on a prescribed form which is required to be filed with Investment
Canada by the investor at any time up to 30 days following implementation of the
investment.  Once the completed notice has been filed, a receipt bearing
the certificate date will be issued to the non-Canadian investor.  The
receipt must advise the investor either that the investment proposal is
unconditionally non-reviewable or that the proposal will not be reviewed as long
as notice of review is not issued within 21 days of the date certified under the
receipt.  It is intended that investments requiring only notification will
proceed without government intervention unless the investment is in a specific
type of business activity related to Canadas cultural heritage and national
identity. If
an investment is reviewable under the Act, an order for review must be issued
within 21 days after the certified date on which notice of investment was
received.  An application for review in the form prescribed is required to
be filed with Investment Canada prior to the investment taking place.  Once
the application has been filed, a receipt will be issued to the applicant,
certifying the date on which the application was received.  For incomplete
applications, a deficiency notice will be sent to the applicant, and if not done
within 15 days of receipt of application, the application will be deemed to be
complete as of the date it was received.  Within 45 days after the complete
application has been received, the Minister responsible for the Investment
Canada Act must notify the potential investor that the Minister is satisfied
that the investment is likely to be of net benefit to Canada.  If within
such 45-day period the Minister is unable to complete the review, the Minister
has an additional 30 days to complete the review, unless the applicant agrees to
a longer period.  Within such additional period, the Minister must advise
either that he is satisfied or not satisfied that the investment is likely to be
of net benefit to Canada.  If the time limits have elapsed, the Minister
will be deemed to be satisfied that the investment is likely to be of net
benefit to Canada.  The investment may not be implemented until the review
has been completed and the Minister is satisfied that the investment is likely
to be of net benefit to Canada.  If
the Minister is not satisfied that the investment is likely to be of net benefit
to Canada, the non-Canadian must not implement the investment or, if the
investment has been implemented, could be penalized by being required to divest
himself of control of the business that is the subject of the investment.
 To date, the only types of business activities which have been prescribed
by regulation as related to Canadas cultural heritage or national identity deal
largely with publication, film and music industries.  Because the Companys
total assets are less than the $5 million notification threshold, and because
the Companys business activities would likely not be deemed related to Canadas
cultural heritage or national identity, acquisition of a controlling interest in
the Company by a non-Canadian investor would not be subject to even the
notification requirements under the Investment Canada Act.  The
following investments by non-Canadians are subject to notification under the
Act:  1.
an
investment to establish a new Canadian business; and2.
an
investment to acquire control of a Canadian business that is not
reviewable pursuant to the Act.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
72 ______________________________________________________________________________________________________





The
following investments by a non-Canadian are subject to review under the Act:  1.
direct
acquisition of control of Canadian businesses with assets of $5 million or
more, unless the acquisition is being made by a World Trade Organization
(WTO) member country investor (the United States being a member of the
WTO);2.
direct
acquisition of control of Canadian businesses with assets of $172 million
or more by a WTO investor;3.
indirect
acquisition of control of Canadian business with assets of $5 million or
more if such assets represent more than 50% of the total value of the
assets of the entities, the control of which is being acquired, unless the
acquisition is being made by a WTO investor, in which case there is no
review;4.
indirect
acquisition of control of Canadian businesses with assets of $50 million
or more even if such assets represent less than 50% of the total value of
the assets of the entities, the control of which is being acquired, unless
the acquisition is being made by a WTO investor, in which case there is no
review; and5.
an
investment subject to notification that would not otherwise be reviewable
if the Canadian business engages in the activity of publication,
distribution or sale of books, magazines, periodicals, newspapers, film or
video recordings, audio or video music recordings, or music in print or
machine-readable form.  Generally,
an acquisition is direct if it involves the acquisition of control of the
Canadian business or of its Canadian parent or grandparent and an acquisition is
indirect if it involves the acquisition of control of a non-Canadian parent or
grandparent of an entity carrying on the Canadian business.  Control may be
acquired through the acquisition of actual voting control by the acquisition of
voting shares of a Canadian corporation or through the acquisition of
substantially all of the assets of the Canadian business.  No change of
voting control will be deemed to have occurred if less than one-third of the
voting control of a Canadian corporation is acquired by an investor.  A
WTO investor, as defined in the Act, includes an individual who is a national of
a member country of the WTO or who has the right of permanent residence in
relation to that WTO member, a government or government agency of a WTO
investor-controlled corporation, limited partnership, trust or joint venture and
a corporation, limited partnership, trust or joint venture that is neither
WTO-investor controlled or Canadian controlled of which two-thirds of its board
of directors, general partners or trustees, as the case may be, or any
combination of Canadians and WTO investors.  The
higher thresholds for WTO investors do not apply if the Canadian business
engages in activities in certain sectors such as uranium, financial services,
transportation services or communications.  The
Act specifically exempts certain transactions from either notification or
review.  Included among this category of transactions is the acquisition of
voting shares or other voting interests by any person in the ordinary course of
that persons business as a trader or dealer in securities.    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
73 ______________________________________________________________________________________________________





E. Taxation  Material
Canadian Federal Income Tax Consequences  Through
consultation with counsel, management of the Company believes that the following
general summary accurately describes all material Canadian federal income tax
consequences applicable to a holder of common shares of the Company who is a
resident of the United States under the Canada-US Income Tax Convention (1980)
(the Treaty) and who is not a resident of Canada and who does not use or hold,
and is not deemed to use or hold, his common shares of the Company in connection
with carrying on a business in Canada (a non-resident holder).  This
summary is based upon the current provisions of the Income Tax Act (Canada) (the
ITA), the regulations thereunder (the Regulations), the current publicly
announced administrative and assessing policies of the Canada Revenue Agency,
and all specific proposals (the Tax Proposals) to amend the ITA and
Regulations announced by the Minister of Finance (Canada) prior to the date
hereof.  This summary assumes that the Tax Proposals will be enacted in
their form as of the date of this Annual Report.  This description, except
for the Tax Proposals, does not take into account or anticipate any changes in
law, whether by legislative, government or judicial action, nor does it take
into account provincial, territorial, or foreign tax considerations which may
differ significantly from those discussed herein.  Dividends  Dividends
paid on the common shares of the Company to a non-resident holder will be
subject to withholding tax.  The Treaty provides that the normal 25%
withholding tax rate under the ITA is reduced to 15% on dividends paid on shares
of a corporation resident in Canada (such as the Company) to beneficial owners
of the dividends who are residents of the United States, and also provides for a
further reduction of this rate to 5% where the beneficial owner of the dividends
is a corporation that is a resident of the United States which owns at least 10%
of the voting shares of the corporation paying the dividend.  Capital
Gains  Under
the ITA, a taxpayers capital gain or capital loss from a disposition of a share
of the Company is the amount, if any, by which his proceeds of disposition
exceed (or are exceeded by) the aggregate of his adjusted cost base of the share
and reasonable expenses of disposition.  One half of a capital gain (the
taxable capital gain) is included in income, and one half of a capital loss in
a year (the allowable capital loss) is deductible from taxable capital gains
realized in the same year.  The amount by which a shareholders allowable
capital loss exceeds his taxable capital gains in a year may be deducted from a
taxable capital gain realized by the shareholder in the three previous or any
subsequent year, subject to certain restrictions in the case of a corporate
shareholder.  A
non-resident holder is not subject to tax under the ITA in respect of a capital
gain realized upon the disposition of a share of a public corporation (listed on
a prescribed stock exchange which includes the TSX-V) unless the share
represents taxable Canadian property to the holder thereof.  The Company
is a public corporation for purposes of the ITA and a common share of the
Company will be taxable Canadian property to a non-resident holder if, at any
time during the period of 60 months immediately preceding the disposition, the
non-resident holder, persons with whom the non-resident holder did not deal at
arms length, or the non-resident holder and persons with whom he did not deal
at arms length together owned not less than 25% of the issued shares of any
class or series of a class of shares of the Company.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
74 ______________________________________________________________________________________________________





Where
a non-resident holder who is an individual ceased to be resident in Canada, and
at the time he ceased to be a Canadian resident elected to have his Company
shares treated as taxable Canadian property, he will be subject to Canadian tax
on any capital gain realized on disposition of the Companys shares, subject to
the relieving provisions of the Treaty described below.  Shares
of the Company may also be taxable Canadian property to a holder if the holder
acquired them pursuant to certain tax-deferred rollover transactions whereby
the holder exchanged property that was taxable Canadian property for shares of
the Company. Where
the non-resident holder realized a capital gain on a disposition of the Company
shares that constitute taxable Canadian property, the Treaty relieves the
non-resident shareholder from liability for Canadian tax on such capital gains
unless:  (a)
the
value of the shares is derived principally from real property in Canada,
including the right to explore for or exploit natural resources and rights
to amounts computed by reference to production from natural resources,
which is the case for the Company,(b)
the
non-resident holder is an individual who was resident in Canada for not
less than 120 months during any period of 20 consecutive years preceding,
and at any time during the 10 years immediately preceding, the disposition
and the shares were owned by him when he ceased to be resident in Canada
or are property substituted for property that was owned at that time,
or(c)
the
shares formed part of the business property of a permanent establishment
or pertained to a fixed base used for the purpose of performing
independent personal services that the shareholder has or had in Canada
within the 12 months preceding the disposition.  Material
United States Federal Income Tax Consequences The
following summary is a general discussion of the material United States Federal
income tax considerations to US holders of shares of the Company under current
law.  This discussion assumes that US Holders hold their shares of the
Companys common stock as capital assets within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the Code).  It does not
discuss all the tax consequences that may be relevant to particular holders in
light of their circumstances or to holders subject to special rules, such as
tax-exempt organizations, qualified retirement plans, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers, non-resident alien individuals or foreign
corporations whose ownership of shares of the Company is not effectively
connected with the conduct of a trade or business in the United States,
shareholders who acquired their stock through the exercise of employee stock
options or otherwise as compensation, shareholders who hold their stock as
ordinary assets and not capital assets and any other non-US Holders.  In
addition, US Holders may be subject to state, local or foreign tax consequences.
 No opinion or representation with respect to the United States Federal
income tax consequences to any such holder or prospective holder is being made
by the Company herein.  Holders and prospective holders should therefore
consult with their own tax advisors with respect to their particular
circumstances.  This discussion covers all material tax consequences.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
75 ______________________________________________________________________________________________________





The
following discussion is based upon the sections of the Code, Treasury
Regulations, published Internal Revenue Service (IRS) rulings, published
administrative positions of the IRS and court decisions that are currently
applicable, any or all of which could be materially and adversely changed,
possibly on a retroactive basis, at any time.  This decision does not
consider the potential effects, both adverse and beneficial, of any recently
proposed legislation that, if enacted, could be applied, possibly on a
retroactive basis, at any time.  Accordingly, holders and prospective
holders of shares of the Company should consult their own tax advisors about the
Federal, state, local, estate, and foreign tax consequences of purchasing,
owning and disposing of shares of the Company.  US
Holders As
used herein, a US Holder includes a holder of shares of the Company who is a
citizen or resident of the United States, a corporation created or organized in
or under the laws of the United States or of any political subdivision thereof,
any entity that is taxable as a corporation for US tax purposes and any other
person or entity whose ownership of shares of the Company is effectively
connected with the conduct of a trade or business in the United States.  A
US Holder does not include persons subject to special provisions of Federal
income tax law, such as tax exempt organizations, qualified retirement plans,
financial institutions, insurance companies, real estate investment trusts,
regulated investment companies, broker-dealers, non-resident alien individuals
or foreign corporations whose ownership of shares of the Company is not
effectively connected with conduct of trade or business in the United States,
shareholders who acquired their stock through the exercise of employee stock
options or otherwise as compensation and shareholders who hold their stock as
ordinary assets and not as capital assets.  Treaty
Application to Certain Persons US
Holders who do not maintain a substantial presence, permanent home or habitual
abode in the US or whose personal and economic relations are not closer to the
US than to any other country (other than Canada) may be unable to benefit from
the provisions of the Convention Between the United States of America and Canada
with Respect to Taxes on Income and on Capital, signed September 26, 1980, as
amended (the Canada-US Tax Convention). These US Holders should consult their
own tax advisors concerning the availability of benefits under the Canada-US Tax
Convention.  Information
Reporting The
Proposed Treasury Regulations issued under Section 1291(f) of the Code provide
that US Holders must report certain information to the IRS on Form 8621 with
their federal income tax return. Special information reporting requirements
apply in the case of certain transfers entitled to nonrecognition treatment. US
Holders are urged to consult with their own tax advisors concerning such
reporting requirements.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
76 ______________________________________________________________________________________________________





Taxation
of Dividends Subject
to the PFIC rules discussed above, for U.S. federal income tax purposes, the
gross amount of a distribution by in respect of Resulting Issuer Shares owned by
a U.S. Holder, including any amounts of Canadian tax withheld on the
distribution, will be treated as dividend income to such U.S. Holder to the
extent paid out of the distributing corporation's current or accumulated
earnings and profits, as determined for U.S. federal income tax purposes. That
dividend income will not be eligible for the dividends received deduction
generally allowed to corporations under Section 243 of the Code. To the extent
such distribution exceeds the U.S. Holder's allocable share of the distributing
corporation's current and accumulated earnings and profits, the excess will be
applied first to reduce the U.S. Holder's basis in its shares in such
corporation, and any remaining excess will constitute gain from the deemed sale
or exchange of such shares. Dividends paid by the Resulting Issuer in Canadian
dollars will be included in the income of a U.S. Holder in a U.S. dollar amount
calculated by reference to the exchange rate in effect on the date of receipt
thereof by the depositary, regardless of whether the payment is in fact
converted into U.S. dollars. If the dividends paid in Canadian dollars are
converted into U.S. dollars on the date of receipt, U.S. Holders generally
should not be required to recognize foreign currency gain or loss in respect of
the dividend income. For
U.S. federal income tax purposes, a U.S. Holder may generally elect to treat
Canadian withholding taxes as either a deduction from gross income or, subject
to certain limitations, a credit against the U.S., federal income tax liability
of that U.S. Holder. The maximum foreign tax credit allowable generally is equal
to the U.S. Holder's U.S. federal income tax liability for the taxable year
multiplied by a fraction, the numerator of which is the U.S. Holder's taxable
income from sources without the United States and the denominator of which is
the U.S. Holder's taxable  Foreign
Tax Credit A
US Holder who pays (or has withheld from distribution) Canadian income tax with
respect to the ownership of shares of the Company may be entitled, at the option
of the US Holder, to either a deduction or a tax credit for such foreign tax
paid or withheld.  Generally, it will be more advantageous to claim a
credit because a credit reduces United States Federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayers income
subject to tax.  This election is made on a year-by-year basis and applies
to all foreign taxes paid by (or withheld from) the US Holder during the year.
 There are significant and complex limitations that apply to the credit,
among which is the general limitation that the credit cannot exceed the
proportionate share of the US Holders United States Federal income tax
liability that the US Holders foreign source income bears to this or its
worldwide taxable income.  In the determination of the application of this
limitation, the various items of income and deduction must be classified into
foreign and domestic sources.  Complex rules govern this classification
process.  There are further limitations on the foreign tax credit for
certain types of income such as passive income, high withholding tax
interest, financial services income, shipping income, and certain other
classifications of income.  The availability of the foreign tax credit and
the application of the limitations on the credit are fact specific and holders
and prospective holders of shares of the Company should consult their own tax
advisors regarding their individual circumstances.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
77 ______________________________________________________________________________________________________





U.S.
Backup Withholding Tax United
States backup withholding tax and information reporting requirements generally
apply to certain payments to certain non-corporate US Holders. Information
reporting generally will apply to payments of distributions on, and to proceeds
from the sale or disposition of shares, by a payor within the United States to a
US Holder, unless such US Holder is an exempt recipient, including a
corporation, or provides an appropriate certification.  A
payor within the United States will be required to withhold tax (currently at a
rate of 28%) from any payments of distributions on, or proceeds from the sale or
disposition shares, within the United States to a US Holder (unless such US
Holder is an exempt recipient) that fails to furnish a correct taxpayer
identification number on IRS Form W-9 or otherwise fails to comply with, or
establish an exemption from, such backup withholding tax requirements. A US
Holder will be allowed a refund or a credit equal to any amounts withheld under
the United States backup withholding tax against such US Holder's United States
federal income tax liability, provided the US Holder furnishes the required
information to the IRS.  Disposition
of Common Shares of the Company A
US Holder will recognize a gain or loss upon the sale of shares of the Company
equal to the difference, if any, between (i) the amount of cash plus the fair
market value of any property received, and (ii) the shareholders tax basis in
the shares of the Company.  This gain or loss will be a capital gain or
loss if the shares are a capital asset in the hands of the US Holder, and will
be a short-term or long-term capital gain or loss depending upon the holding
period of the US Holder.  Gains and losses are netted and combined
according to special rules in arriving at the overall capital gain or loss for a
particular tax year.  Deductions for net capital loss are subject to
significant limitations.  Corporate capital losses (other than losses of
corporations electing under Subchapter S of the Code) are deductible to the
extent of capital gains.  Non-corporate taxpayers may deduct net capital
losses, whether short-term or long-term, up to US $3,000 a year (US $1,500 in
the case of a married individual filing separately).  For US Holders which
are individuals, any unused portion of such net capital loss may be carried over
to be used in later tax years until such net capital loss is thereby exhausted.
 For US Holders which are corporations (other than corporations subject to
Subchapter S of the Code), an unused net capital loss may be carried back three
years from the loss year and carried forward five years from the loss year to be
offset against capital gains until such net capital loss is thereby
exhausted.  Currency
Exchange Gains or Losses US
Holders generally are required to calculate their taxable incomes in United
States dollars.  Accordingly, a US Holder who purchases common shares of
the Company with Canadian dollars will be required to determine the tax basis of
such shares in United States dollars based on the exchange rate prevailing on
the settlement date of the purchase (and may be required to recognize the
unrealized gain or loss, if any, in the Canadian currency surrendered in the
purchase transaction).  Similarly, a US Holder receiving dividends or sales
proceeds from common shares of the Company in Canadian dollars will be required
to compute the dividend income or the amount realized on the sale, as the case
may be, in United States dollars based on the exchange rate prevailing at the
time of receipt in the case of dividends and on the settlement date in the case
of sales on an established securities exchange.  Gain or loss, if any,
recognized on a disposition of Canadian currency in connection with the
described transactions generally will be treated as ordinary gain or loss.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
78 ______________________________________________________________________________________________________





Other
Considerations In
the following circumstances, the above sections of this discussion may not
describe the United States Federal income tax consequences resulting from the
holding and disposition of common shares of the Company (the Company does not
believe that it will qualify in the next year, or has qualified within the past
three fiscal years, as a foreign personal holding company, foreign investment
company, passive foreign investment company or controlled foreign
corporation as discussed below):  Foreign
Personal Holding Company If
at any time during a taxable year more than 50% of the total combined voting
power or the total value of the Companys outstanding shares is owned, directly
or indirectly, by five or fewer individuals who are citizens of the United
States and 60% or more of the Companys gross income for such year was derived
from certain passive sources (e.g., from dividends received from its
subsidiaries), the Company would be treated as a foreign personal holding
company.  In that event, US Holders that hold common shares of the Company
(on the earlier of the last day of the Companys tax year or the last date in
which the Company was a foreign personal holding company) would be required to
include in gross income for such year their allocable portions of such passive
income to the extent the Company does not actually distribute such income. Foreign
Investment Company If
50% or more of the combined voting power or total value of the Companys
outstanding shares are held, directly or indirectly, by citizens or residents of
the United States, United States domestic partnerships or corporations, or
estates or trusts other than foreign estates or trusts (as defined by the Code
Section 7701(a)(31)), and the Company is found to be engaged primarily in the
business of investing, reinvesting, or trading in securities, commodities, or
any interest therein, it is possible that the Company might be treated as a
foreign investment company as defined in Section 1246 of the Code, causing all
or part of any gain realized by a US Holder selling or exchanging common shares
of the Company to be treated as ordinary income rather than capital gains.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
79 ______________________________________________________________________________________________________





Passive
Foreign Investment Company As a
foreign corporation with US Holders, the Company could potentially be treated as
a passive foreign investment company (PFIC), as defined in Section 1297 of the
Code, depending upon the percentage of the Companys income which is passive, or
the percentage of the Companys assets which are producing passive income
(generally 75% or more of its gross income in a taxable year is passive income,
or the average percentage of the Companys assets (by value) during the taxable
year which produce passive income or which are held for production of same is at
least 50%).  Passive income is generally defined to include gross income in
the nature of dividends, interest, royalties, rents and annuities; excess of
gains over losses from certain transactions in any commodities not arising
inter aliafrom a PFIC whose business is actively involved in such
commodities; certain foreign currency gains; and other similar types of income.
 US Holders owning shares of a PFIC are subject to an additional tax and to
an interest charge based on the value of deferral of tax for the period during
which the common shares of the PFIC are owned, in addition to treatment of gain
realized on the disposition of common shares of the PFIC as ordinary income
rather than capital gain.  However, if the US Holder makes a timely
election to treat a PFIC as a qualified electing fund (QEF) with respect to
such shareholders interest therein, the above-described rules generally will
not apply.  Instead, the electing US Holder would include annually in his
gross income his pro rata share of the PFICs ordinary earnings and net capital
gain regardless of whether such income or gain was actually distributed.  A
US Holder of a QEF can, however, elect to defer the payment of United States
Federal income tax on such income inclusions.  Special rules apply to US
Holders who own their interests in a PFIC through intermediate entities or
person.  Effective
for tax years of US Holders beginning after December 31, 1997, US Holders who
hold, actually or constructively, marketable stock of a foreign corporation that
qualifies as a PFIC may elect to mark such stock to the market (a
mark-to-market election).  If such an election is made, such US Holder
will not be subject to the special taxation rules of PFIC described above for
the taxable year for which the mark-to-market election is made.  A US
Holder who makes such an election will include in income for the taxable year an
amount equal to the excess, if any, of the fair market value of the shares of
the Company as of the close of such tax year over such US Holders adjusted
basis in such shares.  In addition, the US Holder is allowed a deduction
for the lesser of (i) the excess, if any, of such US Holders adjusted tax basis
in the shares over the fair market value of such shares as of the close of the
tax year, or (ii) the excess, if any of (A) the mark-to-market gains for the
shares in the Company included by such US Holder for prior tax years, including
any amount which would have been included for any prior year but for Section
1291 interest on tax deferral rules discussed above with respect to a US Holder,
who has not made a timely QEF election during the year in which he holds (or is
deemed to have held) shares in the Company and the Company is a PFIC
(Non-Electing US Holder), over (B) the mark-to-market losses for shares that
were allowed as deductions for prior tax years.  A US Holders adjusted tax
basis in the shares of the Company will be increased or decreased to reflect the
amount included or deducted as a result of mark-to-market election.  A
mark-to-market election will apply to the tax year for which the election is
made and to all later tax years, unless the PFIC stock ceases to be marketable
or the IRS consents to the revocation of the election.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
80 ______________________________________________________________________________________________________





The
IRS has issued proposed regulations that, subject to certain exceptions, would
treat as taxable certain transfers of PFIC stock by a Non-Electing US Holder
that are generally not otherwise taxed, such as gifts, exchanges pursuant to
corporate reorganizations, and transfers at death.  Generally, in such
cases, the basis of the Companys shares in the hands of the transferee and the
basis of any property received in the exchange for those shares would be
increased by the amount of gain recognized.  A US Holder who has made a
timely QEF election (as discussed below) will not be taxed on certain transfers
of PFIC stock, such as gifts, exchanges pursuant to corporate reorganization,
and transfers at death.  The transferees basis in this case will depend on
the manner of transfer.  The specific tax effect to the US Holder and the
transferee may vary based on the manner in which the shares of the Company are
transferred.  Each US Holder should consult a tax advisor with respect to
how the PFIC rules affect their tax situation.  The
PFIC and QEF election rules are complex. US Holders should consult a tax advisor
regarding the availability and procedure for making the QEF election as well as
the applicable method for recognizing gains or earnings and profits under the
foregoing rules.  Controlled
Foreign Corporation If
more than 50% of the voting power of all classes of stock or total value of the
stock of the Company is owned, directly or indirectly, by citizens or residents
of the United States, United States domestic partnerships and corporations or
estates or trusts other than foreign estates or trusts, each of whom owns 10% or
more of the total combined voting power of all classes of stock of the Company
(United States shareholder), the Company could be treated as a controlled
foreign corporation under Subpart F of the Code.  This classification
would effect many complex results including the required inclusion by such
United States shareholders in income of their pro rata shares of Subpart F
income (as specifically defined by the Code) of the Company.  Subpart F
requires current inclusions in the income of United States shareholders to the
extent of a controlled foreign corporations accumulated earnings invested in
excess passive assets (as defined by the Code).  In addition, under
Section 1248 of the Code, gain from sale or exchange of stock by a holder of
common shares of the Company who is or was a United States shareholder at any
time during the five year period ending with the sale or exchange is treated as
ordinary dividend income to the extent of earnings and profits of the Company
attributable to the stock sold or exchanged.  Because of the complexity of
Subpart F, and because it is not clear that Subpart F would apply to the holders
of common shares of the Company, a more detailed review of these rules is
outside the scope of this discussion.  If
the Company is both a PFIC and controlled foreign corporation, the Company will
generally not be treated as a PFIC with respect to United States shareholders of
the controlled foreign corporation.  This rule generally will be effective
for taxable years of the Company ending with or within such taxable years of
United States shareholders.  The
foregoing summary is based upon the sections of the Internal Revenue Code of
1986, as amended (the Code), Treasury Regulations, published Internal Revenue
Service (IRS) rulings, published administrative positions of the IRS and court
decisions that are currently applicable, any or all of which could be materially
and adversely changed, possibly on a retroactive basis, at any time.  This
discussion does not consider the potential effects, both adverse and beneficial,
of any recently proposed legislation that, if enacted, could be applied,
possibly on a retroactive basis, at any time.  Accordingly, holders and
prospective holders of shares of the Company should consult their own tax
advisors about the Federal, state, local, estate, and foreign tax consequences
of purchasing, owning and disposing of shares of the Company.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
81 ______________________________________________________________________________________________________





F. Dividends
and Paying Agents  This
Form 20-F is being filed as an Annual Report under the Exchange Act and, as
such, there is no requirement to provide any information under this section.    G. Statements
by Experts  This
Form 20-F is being filed as an Annual Report under the Exchange Act and, as
such, there is no requirement to provide any information under this section.    H. Documents
on Display  Any
documents referred to in this Annual Report may be inspected at the head office
of the Company, 1111 West Georgia Street, Suite 2400, Vancouver, BC, V6E 4M3,
during normal business hours.   I. Subsidiary
Information  There
is no requirement to provide any information under this section.   ITEM
11. QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Exchange
rates, reporting currencies and currency exposure The
Companys assets, losses and cash flows are influenced by four different
currencies due to the geographic diversity of its exploration activities and the
countries in which it operates. The Canadian dollar and Australian dollar,
however, are the currencies in which the great majority of the Companys assets
are denominated. Operating costs are influenced by the currencies of those
countries where the Companys exploration activities are located and also by
those currencies in which the costs of imported equipment and services are
determined. The Papua New Guinea kina and US dollar are the most important
currencies influencing costs.  In
any particular year, currency fluctuations may have a significant impact on the
Companys financial results. A weakening of the Canadian dollar against the
currencies in which the Companys costs are determined has an adverse effect on
its net losses. The approximate effects on the Companys Canadian dollar
operating expenses of 10 per cent movements from the 2007 full year average
exchange rates are as follows:  2007Average

Effect ofExchange

10% change inRate

full year averageC$

C$Australian
dollar
0.898

100,000US
dollar
1.075

188,000Euro
1.423

35,000Papua
New Guinea kina
0.382

89,000   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
82 ______________________________________________________________________________________________________





These
sensitivities are based on 2006 prices, costs and volumes and assume that all
other variables remain constant. These exchange rate sensitivities include the
effect on operating costs of movements in exchange rates but exclude the impact
through revaluation of foreign currency working capital or investment
income.  The
functional currency of most operations within the Company is the local currency
in the country of operation. Foreign currency gains or losses arising on
translation of monetary assets is included in results of operations. The
approximate translation effects on the Groups net assets of 10 per cent
movements from the year end exchange rates are as follows:  2007Closing

Effect ofExchange

10% change inRate

closing rateC$

C$Australian
dollar
0.982

317,000Euro

1.4428

3,420,000Papua
New Guinea kina
0.364

6,000  Interest
Rates The
Companys interest rate management policy is generally to invest cash at fixed
rates. Short term US dollar bond rates are normally lower than long term rates,
resulting in lower interest costs to the Group. Changes in bond interest rates
will have no impact on investment revenue to the Company.   ITEM
12. DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES  This
Form 20-F is being filed as an annual report under the Exchange Act and, as
such, there is no requirement to provide any information under this item.  PART II    ITEM
13. DEFAULTS,
DIVIDEND ARREARS AND DELINQUENCIES  There
has not been a material default in the payment of principal, interest, a sinking
or purchase fund installment, or any other material default not cured within
thirty days, relating to indebtedness of the Company.  There are no
payments of dividends by the Company in arrears, nor has there been any other
material delinquency relating to any class of preference shares of the
Company.    ITEM
14. MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS  Neither
the Company nor, to the best of its knowledge, anyone else, has modified
materially or qualified the rights evidenced by any class of registered
securities.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
83 ______________________________________________________________________________________________________





ITEM
15. CONTROLS
AND PROCEDURES  Disclosure
Controls and Procedures. As
of the end of the period covered by this annual report, our management, with the
participation of our chief executive officer and chief financial officer,
performed an evaluation of the effectiveness of our disclosure controls and
procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange
Act. Based upon that evaluation, our management concluded that, except as
identified below, as of the end of the period covered by this annual report, our
existing disclosure controls and procedures were effective to provide reasonable
assurance that material information required to be disclosed by us in the
reports that we file with, or submit to, the SEC under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in by the SECs rules and regulations.  In
completing its assessment of disclosure controls and procedures, the Company
excluded the operations of Sargold that were acquired in the October 2007.  Material
Weaknesses - Identified Weaknesses For
purposes of SOX 404, a "material weakness" is a significant deficiency, or
combination of significant deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.  · The
first weakness identified as of December 31, 2007 was that there was no
independent accounting expert serving on the audit committee. The Company is
addressing this weakness by seeking an independent accounting expert to serve on
the board of directors, but has not yet identified a suitable candidate. · The
second weakness identified was that the Company has not implemented a
whistleblower policy. The Company plans to address this weakness by implementing
a whistleblower policy in 2008.  Changes
in Internal Control Over Financial Reporting Apart
from the effect of the Sargold merger, there was no change in our internal
control over financial reporting (as defined in rules 13(a)- 15(d) under the
Exchange Act) that occurred during the period covered by this annual report that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.  Managements
Annual Report on Internal Control over Financial Reporting Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Our internal control system was designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation and fair presentation of its published consolidated
financial statements. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be
effective may not prevent or detect misstatements and can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Also, 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.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
84 ______________________________________________________________________________________________________





Company
management conducted an assessment of the effectiveness of our internal control
over financial reporting as of December 31, 2007. In making this assessment, it
used the criteria established within the Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).  Based on this assessment, management concluded that, as of
December 31, 2007, the Companys internal control over financial reporting was
effective except for the material weaknesses identified above.  Attestation
Report of the Registered Public Accounting Firm Our
managements assessment of the effectiveness of internal control over financial
reporting as of December 31, 2007 has not been audited by Davidson & Co.
LLP, our independent registered public accounting firm.    ITEM
16. RESERVED    ITEM
16A. AUDIT
COMMITTEE FINANCIAL EXPERT  The
Companys board of directors does not have an audit committee financial expert
as defined by the rules of the Securities and Exchange Commission as the listing
requirements of the TSX Venture Exchange do not require that the Company have an
audit committee financial expert. As described in Item 15, the Company is
seeking to appoint an audit committee financial expert.    ITEM
16B. CODE
OF ETHICS  The
Company has adopted a code of ethics applicable to its directors, principal
executive officer, principal financial officer, principal accounting officer,
controller and persons performing similar functions. The Company undertakes to
provide a copy of the Companys code of ethics to any person, without charge,
upon request in writing to the secretary of the Company.    ITEM
16C. PRINCIPAL
ACCOUNTANT FEES AND SERVICES  In
respect of work undertaken for the fiscal years ended December 31, 2007 and
2006, the Company paid or accrued the following amounts to Davidson &
Company LLP, the Companys principal accountants, for the following categories
of services:  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
85 ______________________________________________________________________________________________________





2007
2006Type
of Fees
Amount Billed
Percentage of Services
Amount Paid or Accrued
Percentage of ServicesAudit
fees
65,040
61%
$27,500
96%Audit-related
fees
19,973
19%
-Tax
fees
1,000
1%
1,000
4%All
other fees
20,828
19%
-Total
fees
106,841
100%
$28,500
100%  For
the purposes of this Item 16C, the following terms have the following
meanings:  Audit
fees
-
Fees
billed for the audit of the Companys annual financial statements and for
services normally provided by the accountant in connection with statutory
and regulatory filings in each fiscal year reported onAudit-related
fees
-
Fees
billed for assurance and related services that are reasonably related to
the performance of the audit or review of the Companys financial
statements in each fiscal year reported on and that are not reported as
audit feesTax
fees
-
Fees
billed for tax compliance, tax advice, and tax planning services in each
fiscal year reported onAll
other fees
-
Fees
billed for products and services provided by the principal accountant
other than services reported under the three categories above in each
fiscal year reported on  As
required by Rule 2-01(c)(7)(i) of Regulation S-X, before the accountant was
engaged by the Company to render audit or non-audit services, the engagement was
approved by the Companys audit committee.   ITEM
16D. EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES  The
Company complies with the listing standards for audit committees and therefore
this section is not applicable.   ITEM
16E. PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS  The
Company did not make any purchases of shares of common stock that are registered
by the issuer pursuant to section 12 of the Exchange Act (15 U.S.C. 781).   PART III    ITEM
17. FINANCIAL
STATEMENTS  See
the Financial Statements and Exhibits listed in Item 19 hereof and filed as part
of this Annual Report.  These
financial statements were prepared in accordance with Canadian GAAP and are
expressed in Canadian dollars.  Such financial statements have been
reconciled to US GAAP (see Note 15).  For a history of exchange rates in
effect for Canadian dollars as against United States dollars, see Item 3A of
this Annual Report.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
86 ______________________________________________________________________________________________________





ITEM
18. FINANCIAL
STATEMENTS  Not
applicable.   ITEM
19. EXHIBITS   (a) Financial Statements  Description of Document
Page No.Cover
Sheet
F-1Independent
Auditors Report and Comments by Auditors For U.S. Readers on Canada 
U.S. Reporting Difference dated May 19, 2008
F-2Consolidated
Balance Sheets as at December 31, 2007 and 2006
F-3Consolidated
Statements of Operations and Comprehensive Loss for the Fiscal Years Ended
December 31, 2007, 2006 and 2005
F-4Consolidated
Statements of Cash Flows for the Fiscal Years Ended December 31, 2007,
2006 and 2005
F-5Consolidated
Statements of Shareholders Equity for the Fiscal Years Ended December 31
2007, 2006 and 2005
F-6Notes
to the Consolidated Financial Statements
F-7  (b) Exhibits  Exhibit No.
Description of Document
Page No.*1.A.
Certificate
of Amalgamation of the Company*1.B.
Articles
of Amalgamation of the Company*1.C.
By-Laws
of the Company*4.A.
Amalgamation
Agreement dated April 30, 1998 between Buffalo Diamonds Ltd., 656405
Alberta Ltd. and the then shareholders of 656405 Alberta Ltd.*4.B.
Asset
Conveyance Agreement dated May 5, 1998 between Buffalo Diamonds Ltd. and
718709 Alberta Ltd.*4.C.
Asset
Conveyance Agreement dated May 5, 1998 between Buffalo Diamonds Ltd. and
Raymond Haimila*4.D.
Asset
Conveyance Agreement dated May 5, 1998 between Buffalo Diamonds Ltd. and
Jay Haimila*4.E.
Discovery
Bonus Agreement dated May 5, 1998 between Buffalo Diamonds Ltd. and
Western Capital Corporation*4.F.
Agency
agreement dated May 11, 1998 between Buffalo Diamonds Ltd. and
Yorkton Securities Inc. with respect to the brokered private placement
which closed on July 21, 1998*4.G.
Asset
Conveyance Agreement dated May 15, 1998 between Buffalo Diamonds Ltd. and
Western Capital Corporation  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
87 ______________________________________________________________________________________________________





*4.H
Asset
Conveyance Agreement dated May 15, 1998 between Buffalo Diamonds Ltd. and
718730 Alberta Ltd.*4.I.
Asset
Conveyance Agreement dated May 15, 1998 between Buffalo Diamonds Ltd. and
Leo Edward Halonen*4.J.
Option
Agreement dated September 10, 1998 between Buffalo Diamonds Ltd. and New
Claymore Resources Ltd. regarding the Varlaam Property*4.K.
Amalgamation
Agreement dated October 23, 1998 between Buffalo Diamonds Ltd. and
TLT Resources Ltd.*4.L.
Agency
Agreement dated November 28, 2000 between the Company and Yorkton
Securities Inc.*4.M.
Mineral
Property Option Agreement dated for reference the 5th day of
February, 2002 between Buffalo Diamonds Ltd., New Claymore Resources Ltd.
and BHP Billiton Diamonds Inc. regarding the Calling Lake and Varlaam
Properties*4.N.
Consulting
agreement made effective as of March 1, 2003 between the Company and MCSI
Consulting Services Inc.*4.O.
Option
agreement signed in May 2005 but made effective April 15, 2005 between the
Company and Gitennes Exploration Inc.*4.P
Property
option agreement effective September 3, 2004 between D.L. Cooke and
Associates Ltd, David L. Cooke, S&P Capital Corp. and Gitennes
Explorations Inc. that is referenced by the agreement Exhibit 4.O.*4.Q.
Debt
settlement agreement dated April 14, 2005 between the Company and Liberty
Management LLC.*4.R.
Debt
settlement agreement dated April 14, 2005 between the Company and David
Mitchell*4.S.
Debt
settlement agreement dated April 14, 2005 between the Company and Richard
Smith*4.T.
Debt
settlement agreement dated April 14, 2005 between the Company and Julian
Baldry*4.U.
Debt
settlement agreement dated April 14, 2005 between the Company and Oliver
Meixner*4.V.
Debt
settlement agreement dated April 14, 2005 between the Company and J.G.
Stewart Law Corporation Ltd.*4.W.
Debt
settlement agreement dated April 14, 2005 between the Company and Lakehead
Geological Services Inc.*4.X.
Debt
settlement agreement dated April 14, 2005 between the Company and John V.
Tully & Associates Inc.*4.Y.
Debt
settlement agreement dated April 14, 2005 between the Company and MCSI
Consulting Services Inc.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
88 ______________________________________________________________________________________________________





*4.Z.
Option
agreement dated October 11, 2005 between the Company and Longview Capital
Partners Limited.*4.AA.
Agreement
dated February 28, 2006 between the Company and Gold FX Limited.*4.AB.
Option
agreement dated March 15, 2006 between the Company and Global Discovery
Pty. Limited.*4.AC.
Audit
committee charter*4.AD.
Agreement
dated May 1, 2006 between the Company and Mel Dalla-Costa regarding the
Hannah 1 Property*4.AE.
Agreement
dated June 19, 2006 between the Company, Longview, Madison and others
amending the terms of the October 11, 2005 option agreement.*4.AF.
Loan
Agreement dated October 12, 2006 between the Company and Longview
Strategies Inc.*4.AG.
Consulting
Agreement dated July 1, 2006 between the Company and Longview Strategies
Inc.*4.AH.
Agreement
dated March 9, 2006 between the Company and Michael Raetz and Andrew Wilde
to acquire the shares of Canon Investments Pty. Ltd.*4.AI.
Letter
of intent dated March 12, 2007 between the Company and Dynasty Gold
Corp.*4.AJ.
Escrow
Agreement dated March 8, 2007 between the Company, Longview Capital
Holdings Ltd. and Computershare Trust Company of Canada.*4.AK.
Letter
of intent dated May 9, 2007 between the Company and Bondi Mining
Ltd.*4.AL
Letter
of intent dated May 17, 2007 between the Company and Longview, Longview
Capital Holdings Ltd., Madison, Madison Enterprises (BVI) Inc. and Madison
Enterprises (PNG) Limited.*4.AM
Consulting
agreement dated May 15, 2006 between the Company and Brian R. McEwen
Consulting Inc.4.AN
Sales
and purchase agreement dated August 28, 2008 between the Company, certain
subsidiaries (Canon Investments Pty Limited, Gold Finance And Exploration
Pty Limited and Gold FX Pty Limited) and Bondi Mining Limited.
1274.AO
Loan
agreement between the Company and Kyoto Planet Group Inc. dated November
6, 2007.
1594.AP
Loan
agreement between the Company and Kyoto Planet Group Inc. dated December
27, 2007.
1664.AQ
Loan
agreement between the Company and Longview Capital Partners Inc. dated
November 20, 2007.
1734.AR
Loan
agreement between the Company and Longview Capital Partners Inc. dated
November 28, 2007.
1804.AS
Arrangement
agreement among the Company, 6833268 Canada Inc.
And
Sargold Resource Corporation dated August 31, 2007.
1874.AT
Share
purchase agreement between the Company and Longview Capital Partners
Incorporated dated January 17, 2008.
248  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
89 ______________________________________________________________________________________________________





4.AU
Consulting
agreement dated September 1, 2007 between the Company, Brian R. McEwen and
Brian R. McEwen Consulting Inc.
25199.1
Certification
of Chief Executive Officer pursuant to 18 USC. 99.1 Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
E-99.199.2
Certification
of Chief Financial Officer pursuant to 18 USC. 99.2 Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
E-99.2*
These
exhibits were previously filed with the Companys Registration Statement
or a previous annual report on Form 20-F (file no.
0-30150).                             ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
90 ______________________________________________________________________________________________________





Page F-1                 BUFFALO GOLD LTD. (A Development Stage
Company)   CONSOLIDATED
FINANCIAL STATEMENTS (Expressed in
Canadian dollars)  DECEMBER 31,
2007                         ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
91 ______________________________________________________________________________________________________





Page F-2 DAVIDSON&COMPANYLLPChartered AccountantsA
Partnership of Incorporated Professionals INDEPENDENT AUDITORS REPORT  To the Shareholders of Buffalo Gold Ltd.  We have audited the
consolidated balance sheets of Buffalo Gold Ltd. as at December 31, 2007 and
2006 and the consolidated statements of operations and comprehensive loss, cash
flows, and shareholders equity for the years ended December 31, 2007, 2006 and
2005.  These 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 Canadian generally accepted auditing standards and 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.  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.  In our opinion, these
consolidated financial statements present fairly, in all material respects, the
financial position of the Company as at December 31, 2007 and 2006 and the
results of its operations and cash flows for the years ended December 31,
2007, 2006 and 2005 in accordance with Canadian generally accepted accounting
principles. "DAVIDSON & COMPANY LLP" Vancouver,
Canada
Chartered
AccountantsMay 19, 2008
(except as to
Note 27 which
is as
of June 26, 2008)  COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA  U.S. REPORTING DIFFERENCE  In the United States,
reporting standards for auditors require the addition of an explanatory
paragraph (following the opinion paragraph) when the financial statements are
affected by conditions and events that cast substantial doubt on the Company's
ability to continue as a going concern, such as those described in Note 2 to the
financial statements.  Our report to the shareholders dated May 19, 2008
(except as to Note 27 which is as of June 26, 2008) is expressed in accordance
with Canadian reporting standards which do not permit a reference to such events
and conditions in the auditors' report when these are adequately disclosed in
the financial statements.  DAVIDSON & COMPANY LLP Vancouver, Canada
Chartered AccountantsMay 19, 2008
(except as to
Note 27 which
is as
of June 26, 2008)  [buffalo200720f011.jpg] 1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre,
Vancouver, BC, Canada, V7Y 1G6 Telephone (604) 687-0947  Fax (604) 687-6172  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
92 ______________________________________________________________________________________________________





BUFFALO
GOLD LTD. Page
F-3 (A Development Stage Company) Consolidated Balance
Sheets (Expressed in Canadian dollars) As at December 31  2007

2006AssetsCurrentCash
$
1,064,756

$
1,368,597Receivables

999,618


137,027Notes
receivable (note 21)

300,000Marketable
securities (note 4)

808,295


18,917,296Inventories
(note 5)

999,107


-Prepaid
expenses

207,425


70,4384,379,201


20,493,358Deposits

76,643


87,990Property,
plant and equipment (note 6)

4,575,235


35,203Equity
investments(note 7)

13,080,514


-Exploration
properties (note 12)

35,381,405


8,205,245Development
property(note 13)

47,468,294


-$
104,961,292

$
28,821,796Liabilities
and Shareholders' EquityCurrentAccounts
payable and accruals (note 21)
$
3,863,457

$
916,136Other
current liabilities (note 14)

2,637,359


-Total
current liabilities

6,500,816


916,136Long-term
liabilities(note 16)

8,938,157


6,272Asset
retirement obligations(note 15)

4,617,669


-Future
income taxes(note 20)

27,508,831


1,857,00047,565,473


2,779,408Shareholders'
equityShare
capital (note 17)AuthorizedUnlimited
common shares without par valueIssued
and outstanding97,793,619
(2006  46,423,539 ) common shares

81,664,255


40,045,572Share
subscriptions received (note 26)

211,500


-Contributed
surplus

10,383,086


5,990,160Accumulated
other comprehensive loss

(413,642)


-Deficit

(34,449,380)


(19,993,344)57,395,819


26,042,388$
104,961,292

$
28,821,796 Continuance
of operations(note 2) Contingencies(note 22) Subsequent
events(note 26) On
behalf of the board of directorsBrian McEwen

James StewartBrian McEwen
Director
James Stewart
Director The accompanying
notes are an integral part of these consolidated financial statements.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
93 ______________________________________________________________________________________________________





BUFFALO
GOLD LTD. Page
F-4 (A Development Stage
Company) Consolidated Statements of
Operations and Comprehensive Loss (Expressed in Canadian dollars) Years Ended December 31  2007

2006

2005Exploration
expenses(note 12)
$
9,311,832

$
7,887,306

$
400,445Administrative
expensesAmortization

14,924


22,095


157Consulting
fees

954,539


872,227


150,785Investor
relations

442,963


734,574


-Listing,
filing and transfer fees

107,591


60,014


50,466Office
and miscellaneous

227,537


160,424


9,789Professional
fees

431,832


276,100


93,179Property
evaluation and due diligence costs

5,773


18,064


2,230Rent

140,286


79,971


13,072Salaries

303,334


118,634


-Stock-based
compensation (note 18)

1,549,156


3,883,000


661,000Travel
and promotion

444,533


458,850


37,3924,622,468


6,683,953


1,018,070Loss
before other items and income taxes

(13,934,300)


(14,571,259)


(1,418,515)Other
itemsWrite
down of marketable securities

-


(393,011)


-Loss
on sale of marketable securities

(1,902,077)


-


-Equity
loss in investees (note 7)

(1,562,796)


-


-Recovery
of property evaluation and due diligence costs

-


53,882


(47,500)Write
off of exploration properties (note 12)

(101,589)


(37,001)


-Gain
on sale of mineral properties (note 7)

5,829,002


-


-Gain
on settlement of accounts payable

-


-


14,494Gain
on settlement of loans payable

-


-


57,768Interest
income

235,922


286,430


7,881Interest
expense

(6,987)


-


(4,743)Other
expenses

(5,180)


-


-Foreign
exchange gain (loss)

(1,627,163)


766,744


(9,556)Loss
before income taxes

(13,075,168)


(13,894,215)


(1,400,171)Future
income tax recovery (expense)(note 20)

(1,380,868)


223,000


-Loss
for the year

(14,456,036)

$
(13,671,215)

$
(1,400,171)Other
comprehensive income (loss)Unrealized
loss on marketable securities

(413,642)Comprehensive
loss for the year
$
(14,869,678)Loss
per shareBasic
and diluted
$
(0.22)

$
(0.42)

$
(0.14)Weighted
average number of shares outstandingBasic
and diluted

67,153,996


32,732,849


9,948,905   The accompanying
notes are an integral part of these consolidated financial statements.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
94 ______________________________________________________________________________________________________





BUFFALO
GOLD LTD. Page
F-5 (A
Development Stage Company) Consolidated
Statements of Cash Flows (Expressed
in Canadian dollars) Years
Ended December 31  2007

2006

2005Cash
flows from operating activitiesLoss
for the year
$
(14,456,036)

$
(13,671,215)

$
(1,400,171)Items
not involving cashAmortization

14,924


22,095


157Write
down of marketable securities

-


393,011


-Loss
on sale of marketable securities

1,902,077


-


-Recovery
of property evaluation and due diligence costs

-


-


47,500Write
off of exploration properties

101,589


37,001


-Gain
on sale of mineral properties

(5,829,002)


-


-Gain
on settlement of accounts payable

-


-


(14,494)Gain
on settlement of loans payable

-


-


(57,768)Stock-based
compensation

1,549,156


3,883,000


661,000Interest
accrued on loans payable

-


-


4,743Interest
accrued on bonds

-


(198,139)


-Unrealized
foreign exchange loss (gain)

73,682


(687,811)


2,100Future
income tax expense (recovery)

1,380,868


(223,000)


-Equity
loss in investees

1,562,796


-


-Changes
in non-cash working capital items:Increase
in receivables

(308,525)


(83,667)


(28,489)Decrease
in notes receivable

-


-


2,500Increase
in prepaid expenses

(37,822)


(67,343)


(1,340)Increase
in inventories

(101,867)


-


-Increase
in accounts payable and accrued liabilities

218,567


420,523


277,208Net
cash used in operating activities

(13,929,593)


(10,175,545)


(507,054)Cash
flows from financing activitiesIssuance
of shares for cash

4,221,633


29,263,047


4,481,920Share
issue costs

503


(1,838,464)


(324,559)Settlement
of loans payable

-


-


(36,431)Share
subscriptions received

211,500


-


-Loans
received from related parties

600,000


-


-Loans
repaid to related parties

(600,000)


-


-Net
cash provided by financing activities

4,433,636


27,424,583


4,120,930Cash
flows from investing activitiesEquipment
purchase

(3,959)


(52,836)


(4,619)Purchase
of marketable securities

(2,577,170)


(18,424,357)


-Sale
of marketable securities

18,342,452


-


-Purchase
of equity investments

(5,636,640)


-


-Cash
from acquisition of subsidiaries

231,513


(115,227)


-Acquisition
of exploration properties

-


(734,584)


(222,834)Advances
to subsidiaries prior to acquisition

(447,323)


-


-Development
property expenditures

(432,948)


-


-Loan
advanced to related party

(300,000)


(1,813,050)


-Loan
repayment by related party

-


1,813,050


-Deposit

11,347


(87,990)


-Net
cash provided by (used in) in investing activities

9,187,272


(19,414,994)


(227,453)Foreign
exchange gain (loss) on cash held in foreign currency

4,844


(7,155)


-Change
in cash during the year

(303,841)


(2,173,111)


3,386,423Cash,
beginning of year

1,368,597


3,541,708


155,285Cash,
end of year
$
1,064,756

$
1,368,597

$
3,541,708  Supplemental
disclosure with respect to cash flows (note 25) The accompanying
notes are an integral part of these consolidated financial statements.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
95 ______________________________________________________________________________________________________





BUFFALO
GOLD LTD. Page
F-6 (A Development Stage Company) Consolidated Statements of
Shareholders Equity (Expressed in Canadian dollars) Number of shares
Share capital
Share subscriptions received
Contributed surplus
Accumulated othercomprehensive loss
Deficit
Total shareholdersequityBalance
December 31, 2004
6,756,726
$    4,392,709
$
                   -
$       54,000
$
                     -
$    (4,921,958)
$
        (475,249)Settlement
of accounts payable
1,538,910
280,743
-
-
-
-
280,743Settlement
of loans payable
600,688
109,291
-
-
-
-
109,291Private
placement
3,100,000
566,070
-
-
-
-
566,070Private
placement
1,000,000
175,128
-
-
-
-
175,128Private
placement
9,251,858
3,740,722
-
-
-
-
3,740,722Agents
fee and corporate finance fee
169,275
68,442
-
-
-
-
68,442Broker
warrants
-
-
-
194,000
-
-
194,000Share
issue costs
-
(587,001)
-
-
-
-
(587,001)Stock
option award
-
-
-
661,000
-
-
661,000Loss
for the year
-
-
-
-
-
(1,400,171)
(1,400,171)Balance
December 31, 2005
22,417,457
8,746,104
-
909,000
-
(6,322,129)
3,332,975Acquisition
of Gold FX (note 11)
4,000,000
4,820,000
-
-
-
-
4,820,000Issued
for Hannah 1 exploration property
50,000
77,145
-
-
-
-
77,145Purchase
of Canon (note 10)
73,592
175,900
-
-
-
-
175,900Stock
option award
-
-
-
3,883,000
-
-
3,883,000Private
placement
3,565,000
4,099,750
-
-
-
-
4,099,750Offering
costs  cash
-
(288,647)
-
-
-
-
(288,647)Offering
costs  non-cash
45,000
(284,000)
-
284,000
-
-
-Private
placement
11,428,700
22,182,097
-
-
-
-
22,182,097Offering
costs  cash
-
(1,549,817)
-
-
-
-
(1,549,817)Offering
costs  non-cash
-
(1,688,000)
-
1,688,000
-
-
-Exercise
of share purchase warrants  cash
3,925,290
2,542,504
-
-
-
-
2,542,504Fair
value of warrants exercised
-
347,050
-
(347,050)
-
-
-Exercise
of stock options  cash
918,500
438,696
-
-
-
-
438,696Fair
value of options exercised
-
426,790
-
(426,790)
-
-
-Loss
for the year
-
-
-
-
-
(13,671,215)
(13,671,215)Balance,
December 31, 2006
46,423,539
40,045,572
-
5,990,160
-
(19,993,344)
26,042,388Issuance
of shares to Longview (note 17)
17,000,000
15,298,000
-
-
-
-
15,298,000Issuance
of shares to Madison (note 17)
3,521,648
3,375,502
-
-
-
-
3,375,502Share
subscriptions received
-
-
211,500
-
-
-
211,500Exercise
of share purchase warrants  cash
280,456
195,618
-
-
-
-
195,618Fair
value of warrants exercised
-
82,712
-
(82,712)
-
-
-Exercise
of stock options  cash
300,000
124,515
-
-
-
-
124,515Fair
value of options exercised
-
110,438
-
(110,438)
-
-
-Share
issue costs reimbursement
-
503
-
-
-
-
503Stock
option award
-
-
-
1,377,076
-
-
1,377,076Purchase
of Sargold Resource Corporation (note 8)
21,597,976
18,803,000
-
3,209,000
-
-
22,012,000Private
placement
8,670,000
3,901,500
-
-
-
-
3,901,500Offering
costs - cash
-
(273,105)
-
-
-
-
(273,105)Unrealized
loss on marketable securities
-
-
-
-
(413,642)
-
(413,642)Loss
for the year
-
-
-
-
-
(14,456,036)
(14,456,036)Balance,
December 31, 2007
97,793,619
$  81,664,255
$
       211,500
$    10,383,086
$
         (413,642)
$  (34,449,380)
$
      57,395,819  The accompanying notes are an integral part of these
consolidated financial statements.


_______________________________________________________________________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20-F Page
96 _______________________________________________________________________________________________________________________________________________________________


BUFFALO
GOLD LTD. Page
F-7 (A
Exploration Stage Company) Notes to the Consolidated
Financial Statements (Expressed
in Canadian dollars) December
31, 2007 ========================================================== 1. Basis
of Presentation These
consolidated financial statements include the accounts of Buffalo Gold Ltd. and
all of its subsidiaries and investments. Buffalo Gold Ltd. and its subsidiaries
are collectively referred to as the Company. The principal subsidiaries and
investments of the Company and their geographic locations at December 31, 2007
are listed below: Entity

Location

Ownership Interest

StatusSardinia
Gold Mines SpA (SGM)

Italy

90%

ConsolidatedSGM
Ricerche SpA (SGM Ricerche)

Italy

100%

ConsolidatedMadison
Enterprises (PNG) Ltd. (Madison PNG)

Papua New Guinea

60%

ConsolidatedGold FX
Limited (Gold FX)

Australia

100%

ConsolidatedCanon
Investments Pty Ltd. (Canon)

Australia

100%

ConsolidatedKinbauri
Gold Corp (Kinbauri)

Spain

26%

Equity investmentBondi
Mining Limited (Bondi)

Australia

42%

Equity investment  Buffalo
Gold Ltd. is an Alberta Corporation engaged in the exploration, development and
mining of mineral properties, with the primary aim of developing properties to a
stage where they can be exploited for a profit. To date, the Company has not
earned significant revenues and is considered to be in the development stage.
The Companys shares are listed on the TSX Venture Exchange (the Exchange)
and, accordingly, the Company is subject to restrictions on share issuances and
certain types of payments as set out in Exchange policies. The Companys shares
are also listed on the Over the Counter market in the United States and the
Frankfurt Stock Exchange in Germany. 2. Continuance
of Operations These
financial statements have been prepared in accordance with generally accepted
accounting principles in Canada (Canadian GAAP) under the assumption that the
Company will be able to realize its assets and discharge its liabilities in the
normal course of business rather than through a process of forced liquidation.
The Company has a history of operating losses and while it had working capital
deficiency of $2,121,615 at December 31, 2007 (working capital at December 31,
2006 - $19,577,222) it intends to undertake exploration programs that will
require that the Company raise further funds. These financial statements do not
include any adjustments to the amounts and classifications of assets and
liabilities that might be necessary should the Company be unable to continue as
a going concern. The
operations of the Company have been primarily funded by the issuance of share
capital and debt. Continued operation of the Company is dependent on the
Company's ability to complete additional equity financings or generate
profitable operations in the future. Such financings may not be available or may
not be available on reasonable terms. 3. Significant
Accounting Policies The
Company's financial statements have been prepared in accordance with Canadian
GAAP. The Companys significant accounting policies are as follows: Basis
of consolidation These
consolidated financial statements include the accounts of Buffalo and its
subsidiaries from their date of acquisition or formation. All significant
intercompany transactions and balances have been eliminated upon
consolidation.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
97 ______________________________________________________________________________________________________    3. Significant
Accounting Policies (continued) The
Company effectively controls the operations of its 60% interest in Madison PNG
(note 9) and bears 100% of costs associated with its right to earn its 60%
interest in the Mt. Kare project. As a result, these consolidated financial
statements include 100% of the accounts of Madison PNG. The
Company owns a 90% interest in SGM. At the date of acquisition, the net book
value of SGMs liabilities exceeded its assets and so the minority interest in
SGM is $nil. Use
of estimates The
preparation of financial statements in accordance with Canadian GAAP requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from these
estimates. Significant
estimates used in the preparation of these consolidated financial statements
include, but are not limited to, recoverability of receivables, estimated net
realizable value of inventories, accounting for stock-based compensation,
expected economic lives of and the estimated future operating results and net
cash flows from mineral properties and plant, property and equipment, valuation
allowances applied against future tax assets, expected costs of asset retirement
obligations and the fair value of assets and liabilities acquired in business
combinations. Valuation
of the exploration and development properties and property, plant and equipment
is based on managements best estimate of the future recoverability of these
assets, which in turn, is based on estimates of mineral prices, reserves,
mineral reserves and future operating costs. These estimates affect amortization
of license and property, plant and equipment. By their nature, these estimates
are subject to measurement uncertainty and the effect on the consolidated
financial statements from changes in such estimates in future periods could be
significant. Presentation Where
applicable, comparative figures have been reclassified to conform with the
presentation used in the current year. Marketable
securities Marketable
securities consist of shares in publicly listed companies and investment grade
bonds. Shares in listed companies are carried at fair value. For fiscal 2006,
shares in listed companies were carried at the lower of cost or market. Bonds
are carried at amortized cost, which approximates fair value. Inventories Inventories
are recorded at the lower of cost and net realizable value. For gold doré and
work in progress, cost includes all direct costs incurred in production
including direct labour and materials, freight, amortization and directly
attributable overhead costs. For raw materials, cost includes acquisition,
freight and other directly attributable costs. The net realizable value of gold
doré bars is determined by reference to market prices. The net realizable value
of work in progress is determined by reference to market prices less expected
processing costs. Property,
plant and equipment Property,
plant and equipment are recorded at cost. Office equipment (including computer
equipment, computer software and furniture and fixtures) are amortized at
between 20% and 30% per year on a declining balance basis. Mining assets
(including buildings, vehicles and machinery and equipment) are amortized on a
straight-line basis over five years. Exploration
and development properties The
Company charges to operations all exploration and development expenses incurred
prior to the determination of economically recoverable reserves. Exploration
costs include annual exploration license and maintenance fees.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
98 ______________________________________________________________________________________________________    3. Significant
Accounting Policies (continued) The
Company capitalizes all mineral property acquisition costs and those exploration
and development expenditures incurred following the determination that the
property has economically recoverable reserves. Capitalized costs also include
operating costs, net of revenues, incurred prior to the commencement of
commercial production. The Company capitalizes such amounts until the property
to which they relate is placed into production, sold, allowed to lapse or
abandoned. Mineral
property acquisition costs include cash consideration and the fair value of
common shares and warrants issued for mineral property interests, pursuant to
the terms of the relevant agreement.  These costs are amortized on the unit
of production method based upon estimated proven and probable reserves following
commencement of commercial production, or written off if the property is sold,
allowed to lapse or abandoned, or when impairment in value has been determined
to have occurred. An exploration property is reviewed for impairment whenever
events or changes in circumstances indicate that its carrying amount may not be
recoverable. At
December 31, 2007, the Companys Furtei property (note 13) had not yet commenced
commercial production, and accordingly, the Company is still considered to be in
the development stage. Stripping
costs Costs
associated with the removal of overburden and other mine waste materials that
are incurred in the production phase of mining operations are included in the
cost of inventory produced in the period in which they are incurred, except when
the charges represent a betterment to the mineral property. Charges represent a
betterment to the mineral property when the stripping activity provides access
to reserves that will be produced in future periods that would not have been
accessible without the stripping activity. When charges are deferred in relation
to a betterment, the charges are amortized over the reserve accessed by the
stripping activity using the unit of production method. These charges incurred
prior to the commencement of commercial production or during the development
stage are capitalized. Investment
in equity investees Effective
June 2007, the Company acquired a 26% interest in Kinbauri (note 7) and
effective November 2007 the Company acquired a 42% interest in Bondi (note 7).
The Company is able to exert significant influence over, but does not control,
Kinbauri and Bondi. Accordingly, the Company accounts for its investments on the
equity basis under which the investments are initially recorded at cost and the
carrying values are adjusted to include the Company's pro rata share of
post-acquisition earnings or losses of the investees. The amount of the
adjustments is included in the determination of loss by the Company. The
investment accounts of the Company are also increased or decreased to reflect
the Company's share of capital transactions and changes in accounting policies
and corrections of errors relating to prior period financial statements
applicable to post-acquisition periods. Profit distributions received or
receivable from the investees reduce the carrying value of the investments. Impairment
of long-lived assets A
long-lived asset is tested for recoverability whenever events or changes in
circumstances indicate that its carrying amount may not be recoverable. An
impairment loss is recognized when the carrying amount of a long-lived asset
exceeds its fair value. For purposes of recognition and measurement of an
impairment loss, a long-lived asset is grouped with other assets and liabilities
to form an asset group at the lowest level for which identifiable cash flows are
largely independent of the cash flows of other assets and liabilities. Estimates
of future cash flows used to test recoverability of a long-lived asset include
only the future cash flows that are directly associated with, and that are
expected to arise as a direct result of, its use and eventual disposition. Asset
retirement obligations The
Company initially measures legal obligations associated with the estimated
future cost of reclamation and closure, including site reclamation, and the
retirement of property, plant and equipment at fair value and subsequently makes
an adjustment for the accretion of discount and any changes in the underlying
cash flows. The Company recognizes the fair value of a liability in the year in
which it is incurred when a reasonable estimate of fair value can be made. Any
asset retirement cost is capitalized to the carrying amount of the related
long-lived asset.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
99 ______________________________________________________________________________________________________    3. Significant
Accounting Policies (continued) Minority
interests The
Company has not recorded any minority interest in its 60% ownership of Madison
PNG (see note 8), as this ownership percentage represents only the profit
sharing and working interest and the minority partner is not responsible for any
of the associated costs. As at December 31, 2007, Madison PNG was still in the
exploration stage. Subsequent to year-end, the Company triggered a joint venture
with the minority shareholder in Madison PNG. That minority shareholder has
indicated that it will not be contributing to the operating losses of Madison
PNG. The minority interests ownership will be diluted accordingly. Loss
per share The
Company uses the treasury stock method to compute the dilutive effect of
options, warrants and similar instruments. Under this method, the dilutive
effect on loss per share is recognized on the use of the proceeds that could be
obtained upon exercise of options, warrants and similar instruments. It assumes
that the proceeds would be used to purchase common shares at the average market
price during the period. For the years presented, this calculation proved to be
anti-dilutive. At December 31, 2007, 2006 and 2005, the total number of
potentially dilutive shares excluded from loss per share was 27,750,852,
14,273,886, and 7,201,456, respectively. Basic loss per share is calculated
using the weighted average number of shares outstanding during the year. Translation
of foreign currencies The
Company has subsidiaries that maintain their accounts in euros, Australian
dollars and Papua New Guinea kina. The accounts of the Companys subsidiaries,
all of which are considered to be integrated foreign operations, are translated
into Canadian dollars using the temporal method. Under this method, monetary
assets and liabilities are translated at year-end exchange rates. Non-monetary
assets and liabilities are translated using historical rates of exchange.
Revenues and expenses are translated at exchange rates approximating those in
effect on the date of the transactions. Exchange gains and losses on translation
are included in operating results. The
monetary assets and liabilities of the Company that are denominated in foreign
currencies are translated at the rate of exchange at the balance sheet date
while non-monetary assets and liabilities are translated at historical rates.
Revenues and expenses are translated at the exchange rates approximating those
in effect on the date of the transactions. Exchange gains and losses arising on
translation are included in the statement of operations. Revenue
recognition The
Company recognizes revenue from the sale of doré bars and gold concentrate when
shipped, title has passed to the customer and collection is reasonably assured.
Revenues for fiscal 2007 consisted primarily of gold doré bars. Revenues earned
prior to the commencement of commercial production are netted against related
operating costs. Stock-based
compensation Stock
options and direct awards of stock granted to employees and non-employees are
recorded at fair value on the date of grant and the associated expense is
recognized over the vesting period. Consideration paid for the shares on the
exercise of stock options is credited to capital stock. Income
taxes Future
income taxes are recorded using the asset and liability method, whereby future
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Future tax
assets and liabilities are measured using the enacted or substantively enacted
tax rates expected to apply when the asset is realized or the liability settled.
The effect on future tax assets and liabilities of a change in tax rates is
recognized in income in the period that substantive enactment or enactment
occurs. To the extent that the Company does not consider it more likely than not
that a future tax asset will be recovered, it provides a valuation allowance
against the excess.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
100 ______________________________________________________________________________________________________    3. Significant
Accounting Policies (continued) New
accounting standards On
January 1, 2007, the Company adopted The Canadian Institute of Chartered
Accountants Handbook Section 1530 "Comprehensive Income", Section 1506
Accounting Changes, Section 3251 "Equity", Section 3855 "Financial Instruments
- Recognition and Measurement" and Section 3861 "Financial Instruments -
Disclosure and Presentation". Section
1530 establishes standards for reporting and presenting comprehensive income,
which is defined as the change in equity from transactions and other events from
non-owner sources. Other comprehensive income comprises items recognized in
comprehensive income, but excluded from net income calculated in accordance with
Canadian GAAP. Section
3855 establishes standards for measuring and recognizing financial assets and
financial liabilities and non-financial derivatives in the balance sheet. Under
Section 3855, financial instruments must be classified into one of five
categories: held-for-trading, held-to-maturity, loans and receivables,
available-for-sale financial assets or other financial liabilities. All
financial instruments, including derivatives, are measured at fair value except
for loans and receivables, held to maturity investments and other financial
liabilities which are measured at amortized cost. Subsequent measurement and
changes in fair value will depend on their initial classification, as follows:
held-for-trading financial instruments are measured at fair value and changes in
fair value are recognized in net earnings; available-for-sale financial
instruments are measured at fair value with changes in fair value recorded in
other comprehensive income until the investment is sold or impaired at which
time the amounts would be recorded in net earnings; non-financial derivatives
are measured at fair value with changes in fair value recorded in net earnings
unless cash flow hedge accounting is applied, in which cash changes in fair
value are recorded in other comprehensive income. Section
3861 establishes standards for presentation of financial instruments and
non-financial derivatives, and identifies the information that should be
disclosed about them. Upon
adoption of these new standards, the Company classified its cash as
held-for-trading, which is measured at fair value; receivables and notes
receivable as loans and receivables, which are measured at amortized cost and
marketable securities as available for sale, which are measured at fair value;
accounts payable and accrued liabilities, other current liabilities, and
long-term liabilities are classified as other financial liabilities, which are
measured at amortized cost. As required, prior periods have not been revised.
Adoption of these new standards did not have a material effect on the Companys
financial position at January 1, 2007. Effective
January 1, 2007, the Company adopted CICA Handbook Section 1506 "Accounting
Changes" which establishes criteria for changing accounting policies, together
with the accounting treatment and disclosure of changes in accounting policies
and estimates, and correction of errors. Under the new standard, accounting
changes should be applied retroactively unless otherwise permitted or where
impracticable to determine. As well, voluntary changes in accounting policies
are made only when required by a primary source of GAAP or the change results in
more relevant and reliable information. The Company has determined that the
application of this section did not have any impact on the financial
statements. Accounting
policies to be implemented effective January 1, 2008 Two
new Handbook sections, 3862, Financial Instruments  Disclosure and 3863,
Financial Instruments  Presentation, will replace Section 3861, Financial
Instruments  Disclosure and Presentation. These new sections incorporate many
of the disclosure requirements in the existing section, but place an increased
emphasis on disclosure about risk, including both qualitative and quantitative
information about the risk exposures arising from financial instruments. Section
1535, Capital Disclosures establishes disclosure requirements about the
Companys objectives, policies and processes for managing capital, as well as
quantitative information about the capital.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
101 ______________________________________________________________________________________________________    3. Significant
Accounting Policies (continued) Section
3031, Inventories, which replaces the existing Section 3030, establishes
standards for the measurement and disclosure of inventories. The new standard
provides more extensive guidance on the determination of cost, including
allocation of overhead, requires impairment testing and expands the disclosure
requirements. The adoption of Section 3031 will not have a material impact on
the Companys consolidated financial position and results of operations. Accounting
policies to be implemented effective January 1, 2009 In
February 2008, the CICA issued Section 3064, Goodwill and Intangible Assets,
which replaces Section 3062, Goodwill and Other Intangible Assets and Section
3450, Research and Development Costs. Various changes have been made to other
sections of the CICA Handbook for consistency purposes. Section 3064 establishes
standards for the recognition, measurement, presentation and disclosure of
goodwill subsequent to its initial recognition and of intangible assets.
Standards concerning goodwill are unchanged from the standards included in the
previous Section 3062. The new Section will be applicable to the Companys
financial statements for its fiscal year beginning January 1, 2009. The Company
is currently evaluating the impact of the adoption of this new Section on its
consolidated financial statements. International
Financial Reporting Standards (IFRS) In
2006, the Canadian Accounting Standards Board (AcSB) published a new strategic
plan that will significantly affect financial reporting requirements for
Canadian companies. The AcSB strategic plan outlines the convergence of Canadian
GAAP with IFRS over an expected five year transitional period. In February 2008,
the AcSB announced that 2011 is the changeover date for publicly-listed
companies to use IFRS, replacing Canadas own GAAP and the date for interim and
annual financial statements relating to fiscal years beginning on or after
January 1, 2011. The transition date of January 1, 2011 will require the
restatement for comparative purposes of amounts reported by the Company for the
year ended December 31, 2010. While the Company has begun assessing the adoption
of IFRS for 2011, the financial reporting impact of the transition to IFRS
cannot be reasonable estimated at this time.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
102 ______________________________________________________________________________________________________    4. Marketable
Securities At
December 31, 2007, the Company held the following available-for-sale
securities: Cost
Market Value
Carrying ValueSolomon Gold plc
Common shares
$   318,999
$   160,524
$     160,524AMI Resources Inc.
Common shares
670,782
361,375
361,375Gold Aura Limited
Common shares
390,628
286,396
286,396$1,380,409
$    808,295
$
    808,295 At
December 31, 2006, the Company held the following marketable securities: Cost
Market Value
Carrying ValueMadison Minerals Inc.
Common shares
$  1,835,899
$   1,585,220
$   1,585,220Solomon Gold plc
Common shares
318,989
178,027
178,027Crescent Gold Limited
Common shares
26,835
25,465
25,465General Electric
Bond
6,717,467
7,086,272
7,086,272Bank of Montreal
Bond
9,525,167
10,042,312
10,042,312$18,424,357
$ 18,917,296
$ 18,917,296 The
carrying value of the bonds at December 31, 2006 included accrued interest of
$198,139 and unrealized foreign exchange gain of $687,811. 5. Inventories 2007
2006Gold doré
bars
$
77,945

$
-Work in
progress

505,553


-Materials
and supplies

415,609


-$
999,107

$
-  6. Property,
Plant and Equipment December 31,
2007Cost
Accumulated
Amortization
Net Book
ValueLand
$      729,730

$
                   -

$
        729,730Buildings
978,754

-

978,754Machinery and equipment
1,129,108

-

1,129,108Vehicles
1,701,893

-

1,701,893Computer equipment
41,060

23,314

17,746Computer software
29,581

21,979

7,602Furniture and fixtures
15,892

5,490

10,402$   4,626,018

$
         50,783

$     4,575,235  December 31,
2006Cost
Accumulated
Amortization
Net Book
ValueComputer equipment
$  19,098

$     5,708

$  13,390Computer software
29,155

14,577

14,578Other equipment
9,202

1,967

7,235$  57,455

$   22,252

$  35,203 The
Furtei Mine, and related assets assumed with the acquisition of Sargold Resource
Corporation (Sargold) (note 8), will be amortized once commercial production
starts which is anticipated to be mid 2008.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
103 ______________________________________________________________________________________________________    7. Equity
Investments Kinbauri
Gold Corp. In
March and April 2007, the Company subscribed for 11,000,000 subscription
receipts convertible into units of Kinbauri at $0.50 per unit for total
consideration of $5,500,000. The funds were held in escrow pending receipt of
Exchange approval of the acquisition by Kinbauri of certain mines and
exploration properties. Following that approval in June 2007, the subscription
receipts converted to units with each unit consisting of one common share and
one-half common share purchase warrant, with each whole warrant exercisable into
one common share at $0.70 per share for 18 months. The Company acquired an
additional 186,000 common shares of Kinbauri at a cost of $136,640 in the open
market. At December 31, 2007, the net book value of the Companys investment in
Kinbauri was as follows: Balance,
December 31, 2006
$
-Purchase
of shares and warrants

5,636,640Equity
in loss for the period

(1,171,488)Balance,
December 31, 2007
$
4,465,152  At
December 31, 2007 Company held 26% of the issued common shares of Kinbauri.
Subsequent to December 31, 2007, the Company reduced its shareholding in
Kinbauri below 20% with the result that Kinbauri ceased to be an equity
investment. Bondi
Mining Ltd. In
November 2007, Bondi acquired 100% ownership of the Companys uranium-based
exploration properties. In consideration, Bondi issued 25,000,000 fully paid
ordinary shares to the Company along with options to subscribe for 5,000,000
ordinary shares at $0.60 per share with an exercise period expiring in August
2009. The
value of the Bondi shares received was $8,604,000 and was based on the share
value of Bondis common shares of A$0.40 ($0.34) per common share at the time of
acquisition. The Company valued the options assuming using the Black-Scholes
option pricing model with the following assumptions: volatility of 76%, a
risk-free rate of return of 6.6% and a weighted average life of 1.8 years. The
value of the options is $574,750. The total proceeds received on the sale of the
uranium-based exploration properties of $9,178,750 resulted in a gain of sale of
$5,829,002. At December 31, 2007, the net book value of the Companys investment
in Bondi was as follows:  Balance,
December 31, 2006
$
-Purchase
of shares and warrants

9,178,750Distributed
to related parties as compensation (note 21)

(172,080)Equity
in loss for the period

(391,308)Balance,
December 31, 2007
$
8,615,362  At
December 31, 2007 the Company held 42% of the issued common shares of Bondi.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
104 ______________________________________________________________________________________________________    8. Acquisition
of Sargold Resource Corporation On
October 30, 2007, the Company and Sargold merged and outstanding securities of
Sargold were exchanged for corresponding securities of the Company. Under the
terms of the transaction, holders of Sargold securities received one common
share, common share purchase warrant or option of the Company in exchange for
each 3.5 Sargold common shares, common share purchase warrants or options which
they held immediately prior to October 30, 2007. The shareholders of Sargold
held 24% of the shares of the Company following the transaction. In
conjunction with the merger, the Company issued 21,597,976 common shares;
1,638,762 stock options; and 6,464,286 share purchase warrants with an aggregate
value of $22,012,000: Common
shares
$
18,803,000Stock
options

938,000Share
purchase warrants

2,271,000Total
consideration
$
22,012,000  The
value of consideration tendered was based on a share value for the Companys
common shares of US$0.92 ($0.87) per common share. Options and warrants were
valued assuming volatility of 98% and a risk-free rate of return of 4.6%.
Options had an expected life of 2.9 years and warrants had a an expected life of
1.3 years. The
Company accounted for its investment in Sargold using the purchase method.
Sargold had six subsidiaries at the date of acquisition, including SGM and SGM
Ricerche. The Company allocated the purchase price to assets acquired and
liabilities assumed as follows:      Current
assets
$
1,653,238Property,
plant and equipment

4,471,305Mineral
properties

50,966,198Current
liabilities

(5,800,882)Other
liabilities

(8,540,347)Asset
retirement obligations

(4,584,887)Advances
from parent before acquisition

(435,000)Future
income tax liability

(15,717,625)Purchase
price
$
22,012,000  The
purchase consideration has been allocated on a preliminary basis to the fair
value of assets acquired and liabilities assumed based on managements best
estimates and taking into account all available information at the time these
consolidated financial statements were prepared. The allocation of the purchase
price for Sargold may result in a change to the amount assigned to the value
attributable to property, plant and equipment, exploration properties,
development property and future income tax liabilities prior to finalizing the
allocation of the purchase price by year end 2008. 9. Acquisition
of Madison Enterprises (PNG) Ltd. In
October 2005, the Company entered into an option agreement with Longview Capital
Partners Limited (Longview) to acquire up to a 90% interest in the Mt. Kare
Property in Papua New Guinea. Longview holds an option from Madison Minerals
Inc. (Madison) to acquire up to a 100% interest of Madisons 90% interest in
the Mt. Kare Property. Longview, a private company, is beneficially owned by one
of the Companys directors. Another of the Companys directors is a director and
shareholder of Madison. In order to acquire its interest in the Mt. Kare
Property, the Company assumed Longviews obligations under its agreement with
Madison. In
June 2006, in exchange for payment of $150,000 to Madison, the terms of the
agreement were amended. The Company agreed to pay Longview $200,000 in blocks of
$50,000 on signing of the acquisition agreement and every three months
thereafter until paid. The Company paid $50,000 to Longview in 2005 and $150,000
in 2006.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
105 ______________________________________________________________________________________________________     In June 2007 the
Company, Longview and Madison amended the basis on which the Company could
acquire various interests in the Mt. Kare Property. As a result, the Company
acquired a 60% interest in Madison PNG (which owns a 90% interest in the Mt.
Kare Property) by making a payment of $500,000 (settled through the issuance of
521,648 common shares) and issuing a further 3,000,000 common shares. The value
of the common shares issued was $3,375,502. This transaction was effectively the
purchase of a 54% interest in a mineral property and related net assets. The
Company allocated the purchase price as follows:   Cash
$
       57,786Exploration property
4,779,794Accounts payable
(2,755)Due to Buffalo Gold Ltd.
(12,323)Future income taxes
(1,447,000)Purchase price
$
  3,375,502  The
Company may increase its interest in Madison PNG to 75% by completing a bankable
feasibility study within four years of signing a definitive agreement. The
Company is entitled to a one-year extension if it actively carries out
exploration work at Mt. Kare and works towards the bankable feasibility study,
spending at least $500,000 in each year of the four-year period. After the
Company has earned a 75% interest, it may acquire the remaining 25% at fair
market value. In conjunction with this transaction, the Company also issued
17,000,000 common shares with a value of $15,298,000 (note 17). 10. Acquisition
of Canon Investments Pty. Ltd. In
October 2006, the Company completed the acquisition of Canon, a company
incorporated under the laws of Australia, for the purpose of holding the Murphy
Ridge exploration property. The purchase consideration was A$100,000 ($87,500)
and 73,592 common shares valued at US$2.10 per common share for total
consideration of $263,400. This
transaction is effectively the purchase of the Murphy Ridge exploration property
as follows:  Current assets
$
              -Exploration property  Murphy
Ridge
263,400Liabilities
-Net assets acquired
$    263,400  11. Acquisition
of Gold FX Limited In
March, 2006, the Company completed the acquisition of Gold FX, a company
incorporated under the laws of Australia. Gold FX has a wholly-owned subsidiary
Gold Finance and Exploration Pty. Limited. The purchase consideration was
4,000,000 common shares valued at US$1.03 per common share (approximately $1.21)
for total consideration of $4,820,000. In addition, the Company incurred
acquisition costs of $78,528 in connection with the purchase of Gold FX. The
acquisition has been accounted for by the purchase method with the fair value of
the consideration paid being allocated to the fair value of the identifiable
assets and liabilities acquired as follows:   Cash
$
        50,844Other current assets
8,942Exploration properties
6,944,283Current liabilities
(17,179)Due to Buffalo Gold Ltd.
(8,362)Future income taxes
(2,080,000)Net assets acquired
$    4,898,528   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
106 ______________________________________________________________________________________________________    12. Exploration
Properties The
Companys exploration properties comprise: Gold Osilo Osilo is an exploration property located in Sardinia, Italy. The
Company acquired a 90% interest in the Osilo property through its merger with
Sargold (note 8). Monte
Ollasteddu Monte Ollasteddu is an exploration property located in Sardinia,
Italy. The Company acquired a 100% interest in the Ollasteddu property through
its merger with Sargold (note 8). Pursuant to an earlier acquisition by Sargold
of a 15% interest in this property, the Company is committed to issue common
shares to Gold Fields Netherlands Services BV (Gold Fields) (see note 14). Mt.
Kare The Companys Mt. Kare gold project is located in Papua New Guinea
and comprises two parts: exploration license EL1093, in which the Company has
acquired a 54% interest (note 9); and exploration license EL1427 which relates
to surrounding lands and which is wholly-owned by the Company. EL1093 and EL1427
were renewed until August 28, 2008, and June 30, 2009, respectively. The Company
has also applied for exploration license, EL1575, which is located on adjacent
lands. In June 2007, the Company acquired a 60% interest in Madison PNG
(which owns a 90% interest in EL 1093), as described in note 9. The Company may
increase its interest in Madison PNG to 75% by completing a bankable feasibility
study within four years of signing a definitive agreement. The Company is
entitled to a one-year extension if it actively carries out exploration work at
Mt. Kare and works towards the bankable feasibility study, spending at least
$500,000 in each year of the four-year period. After the Company has earned a
75% interest, it may acquire the remaining 25% of Madison PNG at fair market
value. Corridors
Project The Corridors Project is situated in the Drummond Basin,
Queensland, Australia and comprises six granted permits and two permit
applications that are 100% owned by the Company. Oakland
Park and Golden Gate Projects The Golden Gate and Oakland Park projects are located near the
Croydon Goldfield in Queensland, Australia. The Company has one granted permit
and one permit application that are 100% owned by the Company. Cadarga
Project The 100% owned Cadarga Project is located in Central Queensland. Palmer
River Project The Palmer River Project comprises 12 title applications 100%
owned by the Company. Uranium In November 2007, the Company sold its uranium properties to
Bondi, as described in note 7. These properties comprised the Lake Amadeus and
Lake Neal, Angela and Pamela, Maureen North, Juntala and Eromanga
properties.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
107 ______________________________________________________________________________________________________     12. Exploration Properties (continued)  Nickel Hannah 1 Following evaluation of exploration results, the Company abandoned
this property in 2007 and wrote off its acquisition costs consisting of certain
cash payments and share issuances made in fiscal 2006. Rawlinna The Rawlinna project is an extension of the Hannah 1 area. The
Company holds two granted and five exploration license applications along the
Fraser Mobile Belt covering significant targets. Following evaluation of
exploration results, the Company abandoned this property in 2007. Silver and base
metals Woodmurra
and Callabonna These two projects consist of two granted permits and two permit
applications 100% owned by the Company. Red
River This project consists of two granted exploration permits and seven
permit applications 100% owned by the Company and are located north and west of
the North Maureen project. Red
Property In June 2006, the Company terminated its option to acquire an
interest in the Red Property in north-western British Columbia, Canada. As a
result, the Company wrote off the full amount of its accumulated costs. The
carrying values of the Companys mineral properties were: Year
ended
December
31, 2007

Beginning

Additions

Disposals

Write-off

EndingGoldOsilo
$
-
$
2,987,597
$
-
$
-
$
2,987,597Monte
Ollasteddu

-

1,000,000

-

-

1,000,000Mt.
Kare

895,973

26,639,900

-

-

27,535,873Corridors

3,086,348

-

-

-

3,086,348Oakland
Park

-

-

-

-

-Golden
Gate

771,587

-

-

-

771,587Cadarga

-

-

-

-

-Palmer
River

-

-

-

-

-UraniumAngela
and Pamela

-

-

-

-

-Maureen
North

-

-

-

-

-Juntala

771,587

-

(771,587)

-

-Eromanga

-

-

-

-

-Lake
Amadeus and Lake Neal

2,314,761

-

(2,314,761)

-

-Murphy
Ridge

263,400

-

(263,400)

-

-NickelHannah
1

101,589

-

-

(101,589)

-Rawlinna

-

-

-

-

-Silver
and base metalsWoodmurra
and Callabonna

-

-

-

-

-Red
River

-

-

-

-

-$
8,205,245
$
30,627,497
$
(3,349,748)
$
(101,589)
$
35,381,405   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
108 ______________________________________________________________________________________________________    12. Exploration
Properties (continued) Except
as otherwise disclosed, the Companys interests in its Australian properties
comprise tenements subject to annual payments which are expensed. Accordingly,
for these properties, there is no acquisition cost. The
Company incurred exploration expenses as follows: Year
ended December 31
2007
2006
2005Drilling
and sampling
$ 2,130,428

$  2,281,126

$ 274,691Geological,
geochemical, geophysics
1,257,494

781,473

-Communications
246,662

79,121

-Helicopter
and transport
2,506,816

2,053,563

6,623Salaries
609,425

304,344

64,386Fuel
302,446

530,975

-Land
use permits
240,952

211,849

-Accommodation
and meals
300,707

247,964

6,447Supplies
374,519

-

-Automotive
-

420,060

6,325Legal
fees
147,640

99,083

8,845Travel
187,439

161,416

4,749Consulting
749,832

544,285

13,127Equipment
-

-

-General
257,472

172,047

15,252Total
$ 9,311,832

$  7,887,306

$ 400,445  The
Companys exploration expenditures (recoveries) by property were: Year
ending December 31

2007

2006

2005GoldOsilo
$
-
$
-
$
-Monte
Ollasteddu

-

-

-Mt.
Kare

8,673,373

7,167,235

125,754Corridors

261,871

104,291

-Oakland
Park

6,663

-

-Golden
Gate

33,422

-

-Cadarga

-

-

-Palmer
River

-

-

-Other

108,204

46,790

-9,083,533

7,318,316

125,754UraniumAngela
and Pamela

1,155

-

-Maureen
North

161,098

-

-Juntala

2,609

-

-Murphy

39,885

191,404

-Eromanga

(64,767)

98,246

-139,980

289,650

-NickelHannah
1

11,139

279,340

-Rawlinna

36,238

-

-47,377

279,340

-Silver
and base metalsWoodmurra
and Callabonna

32,073

-

-Red
River

8,869

-

-Red
Property

-

-

274,69140,942

-

274,691$
9,311,832
$
7,887,306
$
400,445  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
109 ______________________________________________________________________________________________________    13. Development
Property Furtei The
Company acquired a 90% interest in the Furtei mine, located in Sardinia, Italy,
through its acquisition of Sargold (note 8). The Company has begun operating the
mine but as of December 31, 2007 had not reached commercial levels of
production. The
carrying value of the Companys development property is:  Year endedDecember 31,
2007

Beginning

Acquired

Additions

EndingFurtei
$
-
$
46,978,601
$
489,693
$
47,468,294  From
the date of acquisition to December 31, 2007, the Company incurred $1,214,336 on
mine operations and generated revenue of $724,643. The Company capitalized the
net amount of $489,693 to the carrying value of the mine. 14. Other
Current Liabilities 2007
2006Employee
entitlement
$
810,987

$
-Sardinian
Region Financing Institute

678,762


-Obligation
to Gold Fields

318,862


-Accounts
payable and accrued liabilities

828,748


-$
2,637,359

$
- Employee
entitlement The
employee entitlement represents a statutory obligation to SGMs employees in the
event their employment is terminated. This amount may be payable prior to
termination in certain circumstances. Sardinian
Region Financing Institute The
note payable of $678,762 (470,448) to the Sardinian Region Financing Institute
(SRFI) represents a loan received by SGM plus accrued interest. The loan was
provided in advance to SGM in lieu of the entitlement SGM may have received
under a Sardinian Region Grant (SRG) of 1,560,000 for work it was to
undertake developing certain underground gold deposits. Through December 31,
2007 as the majority of the advanced funds had not been spent on developing the
deposits, SRFI has requested a repayment of the advanced funds plus accrued
interest. The Company is in negotiation with SRFI as to a repayment schedule,
which would permit the continued operation of the Furtei mine. Obligation
to Gold Fields The
amount due to Gold Fields of $318,862 relates to a commitment to issue shares in
two equal tranches on each of December 22, 2007 and 2008 as part of an earlier
exploration property acquisition (note 12). The 2007 obligation equates to
280,112 common shares of the Company which to date have not been issued.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
110 ______________________________________________________________________________________________________    14. Other
Current Liabilities (continued) The
number of common shares to be issued in December 2008 will be determined using a
share price equal to the greater of: (i) an amount equal to the weighted average
trading price of the Companys common shares on the Exchange for the 30 trading
days immediately preceding December 18, 2008; and (ii) $0.595. 15. Asset
Retirement Obligations The
Company has recorded a liability for asset retirement obligations of $4,617,669
at December 31, 2007 (2006  $nil). Asset retirement obligations represent the
legal and contractual obligations associated with the termination of the
Companys license to mine the Furtei Property. These obligations consist of
costs associated with filling unused pits, replanting vegetation and removing
the Companys processing facility. Environmental regulations and the related
body of law are continually developing and are generally expected to become more
restrictive. Newly enacted regulations or interpretations of the law could
materially increase the Companys asset retirement obligations. The
Company determined the amount of the asset retirement obligations based on
estimated future cash flows required to settle the obligation in the period 2008
to 2012. The estimated future cash flows have been projected using an inflation
rate of 2.5% and discounted using a credit-adjusted rate of 12.9%. Movements in
the balance of the asset retirement obligation are:   Balance,
December 31, 2006
$
             -Asset retirement obligation
assumed on the merger with Sargold
4,584,887Accretion
56,745Effect of changes in exchange
rate
(23,963)Balance, December 31,
2007
$ 4,617,669 16. Long-Term
Liabilities As
a result of the acquisition by Sargold of the Sardinian properties and
subsequent re-negotiation of the share purchase agreement, the long-term
liabilities outstanding as of December 31, 2007 and December 31, 2006 are as
follows:  2007
2006Due to Progemisa SpA
$     7,581,210
$
           -Due to shareholders
6,272
6,272Government assistance
1,350,675
-$     8,938,157
$    6,272 Due
to Progemisa SpA Progemisa
SpA, is due 5,254,512 ($7,581,210), which is repayable when the financial
situation of SGM makes it commercially reasonable and economically feasible.
This loan does not currently bear interest, and is repayable by SGM in advance
of some, but not all monies owed to certain Buffalo subsidiaries.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
111 ______________________________________________________________________________________________________    16. Long-Term
Liabilities (continued) Government
assistance Government
assistance represents an obligation assumed with the acquisition of Sargold
(note 8) and relates to funds previously received from Italian government
agencies towards certain exploration work on the Furtei and Osilo properties.
Repayment is contingent upon developing deposits to the point of production at
which time repayment terms will be determined. 17. Share
Capital Share
issuances Year
ended December 31, 2007: a) In
March 2007, the Company issued 17,000,000 common shares to Longview as
consideration for the Mt. Kare Property (notes 9 and 12). The shares had a value
of US$0.90 per share, being the closing price on the date of issue, for an
aggregate value of $15,298,000. The value of the shares and the related future
income tax liability have been included in the cost of the Mt. Kare Property.
The 17,000,000 common shares issued to Longview are subject to escrow and will
be released from escrow over an 18-month period. b) In June 2007, the Company issued 3,521,648 common shares to
Madison as consideration in respect of the Mt. Kare Property (notes 9 and 12).
The shares had an aggregate value of $3,375,502. c) In December 2007, the Company completed a brokered private
placement of 8,670,000 units at a price of $0.45 per unit to generate gross
proceeds of $3,901,500. Each unit comprises one common share and a half-warrant
with each whole warrant exercisable to purchase a common share at $0.75 for a
period of two years. The Company incurred offering costs of $273,105. d) The Company generated $124,515 from the exercise of 300,000 stock
options exercisable at between US$0.35 and US$0.45 per share. e) The Company generated $195,618 from the exercise of 280,456 share
purchase warrants at prices between US$0.50 per share and US$1.25 per share. Year
ended December 31, 2006: a) In
March 2006, the Company issued 4,000,000 common shares for the purchase of Gold
FX. b) In
May 2006, the Company issued 50,000 common shares with a value of $77,145
pursuant to the Hannah 1 exploration property option agreement.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
112 ______________________________________________________________________________________________________    17. Share
Capital (continued) c) In April 2006, the Company completed a brokered private placement
of 3,565,000 units at a price of US$1.00 per unit to generate gross proceeds of
$4,099,750. Each unit consisted of one common share and one half common share
purchase warrant with each full warrant having an exercise price of US$1.25 for
a period of two years from the closing date. The Company incurred cash offering
costs of $288,647. In addition, the Company issued 45,000 units at a value of
$52,515 and 356,500 broker warrants with a fair value of $284,000. The warrants
were valued using the Black-Scholes option pricing model using volatility of
148%, a risk-free interest rate of 3.98% and an expected life of two years with
a dividend rate of 0%. d) In September 2006, the Company completed a brokered private
placement of 11,428,700 units at a price of US$1.75 per unit to generate gross
proceeds of $22,182,097. Each unit comprised of one common share and a
half-warrant with each whole warrant exercisable to purchase a common share at
US$2.25 for a period of two years. The Company incurred cash offering costs of
$1,549,817. In addition, the Company issued 1,137,870 broker warrants with a
fair value of $1,688,000. The warrants were valued using the Black-Scholes
option pricing model using volatility of 125%, a risk-free interest rate of 3.8%
and an expected life of two years with a dividend rate of 0%. e) In October 2006, the Company issued 73,592 common shares with a
value of $175,900 for the purchase of Canon. f) Warrant holders exercised 3,925,290 warrants at prices of between
US$0.50 and US$1.25 for proceeds of $2,542,504. g) Stock option holders exercised 918,500 stock options at prices of
between US$0.35 and US$0.85 for proceeds of $438,696. Year
ended December 31, 2005: a) In
April 2005, the Company reached an agreement with creditors that resulted in the
settlement of debts of $447,802 by the issuance of 2,139,598 common shares at a
value of $390,034, resulting in a gain of $57,768. b) In
July 2005, the Company completed a private placement of 3,100,000 common shares
at US$0.15 per common share for gross proceeds of $566,070. The Company incurred
offering costs of $25,721. c) In
September 2005, the Company completed a private placement of 1,000,000 common
shares at US$0.15 per common share for gross proceeds of $175,128. d) In
December 2005, the Company completed a private placement of 9,251,858 units at
US$0.35 per unit for gross proceeds of $3,740,722. Each unit comprised of one
common share and a half-warrant with each whole warrant exercisable to purchase
a common share at US$0.50 for a period of two years. The Company incurred cash
offering costs of $298,838, paid 120,000 units with a value of $48,519 as a
corporate finance fee and 49,275 units with a value of $19,923 as an agents
fee. In addition, the Company issued 693,889 broker warrants with a fair value
of $194,000. The warrants were valued using the Black-Scholes option pricing
model using volatility of 155%, a risk-free interest rate of 3.98% and an
expected life of two years with a dividend rate of 0%.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
113 ______________________________________________________________________________________________________    18. Stock
Options The
Company has an incentive stock option plan (the Plan) to grant options to
directors, officers, employees and consultants of the Company. The maximum
number of shares reserved for issuance under the Plan may not exceed 10% of the
issued share capital of the Company. Under the Plan, the exercise price of each
option may not be less than the market price of the Companys shares at the date
of grant. Options granted under the Plan have a term not to exceed five years
and vesting provisions are determined by the board of directors. The
change in stock options outstanding is as follows: 2007

2006

2005Number ofOptions
Weighted Average Exercise Price $
Weighted Average Exercise Price US$

Number ofOptions
Weighted Average Exercise Price US$

Number ofOptions
Weighted Average Exercise Price US$At
January 1
3,698,500
1.16
1.14

1,737,000
0.37

256,000
0.50Granted
5,488,762
0.58
0.57

2,880,000
1.37

1,650,000
0.36Exercised
(300,000)
0.37
0.36

(918,500)
0.42

-
-Expired
or forfeited
(500,000)
2.12
2.08

-
-

(169,000)
0.50At
December 31
8,387,262
0.75
0.74

3,698,500
1.14

1,737,000
0.37 Stock-based
compensation During
2007, the Company awarded options to purchase 3,850,000 common shares (2006 
2,880,000, 2005  1,650,000) and recorded stock-based compensation expense of
$1,377,076 (2006  $3,883,000, 2005 - $661,000). The weighted average fair value
of each option granted for 2007 was $0.36 (2006 - $1.35, 2005  $0.40). The
Company also distributed 500,000 shares of Bondi to certain related parties
(note 21) at a value of $172,080, which has been recorded as additional
stock-based compensation in fiscal 2007. The following weighted average
assumptions were used for the Black-Scholes option pricing model used to value
stock options granted:  2007
2006
2005Risk-free
interest rate
3.7%
4.0%
3.8%Expected
life of options
5 years
4 years
5 yearsAnnualized
volatility
102.3%
134%
176%Dividend
rate
0%
0%
0% As
at December 31, 2007, the following stock options are outstanding and
exercisable:  Options Outstanding

Options ExercisableWeightedAverage
Weighted
Weighted


Weighted
WeightedRange of

Remaining
Average
Average


Average
AverageExercise
Number
Contractual
Exercise
Exercise

Number
Exercise
ExercisePrices $
Outstanding
Life
Price $
Price US$

Exercisable
Price $
Price US$0.35  0.70
5,665,833
3.87
0.52
0.51

5,665,833
0.52
0.510.71  1.49
1,867,143
2.13
0.91
0.90

1,867,143
0.91
0.901.50  2.08
854,286
3.04
2.02
1.98

854,286
2.02
1.988,387,262
3.40
0.76
0.75

8,387,262
0.76
0.75  The
Company also awarded 1,638,762 options with the purchase of Sargold as described
in note 8.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
114 ______________________________________________________________________________________________________    19. Warrants At
December 31, 2007, the following stock purchase warrants were outstanding: Exercise
Price
Number of
Financing Warrants
Number of
Broker Warrants
Expiry
Date$0.75
4,335,000
-
December 12,
2009US$0.86
1,428,571
-
June 5,
2009US$0.86
428,572
2,142,857
June 12,
2009US$1.03
1,150,000
1,314,286
July 28,
2008US$1.25
1,552,500
159,584
April 3,
2008US$2.10
-
1,137,870
September
25, 2008US$2.25
5,714,350
-
September
25, 200814,608,993
4,754,597 The
change in share purchase warrants outstanding was as follows (where applicable,
Canadian dollar denominated amounts have been converted to US dollars at
prevailing exchange rates): Financing
Warrants

Broker
WarrantsNumber of
Warrants
WeightedAverageExercisePrice

Number of
Warrants
WeightedAverageExercise
PriceAt December 31, 2004
-

US$      -

-
US$      -Granted
4,625,929

0.50

838,527
0.50Exercised
-

-

-
-Expired
-

-

-
-At December 31, 2005
4,625,929

0.50

838,527
0.50Granted
7,496,850

2.01

1,539,370
1.88Exercised
(2,945,179)

0.56

(980,111)
0.66Expired
-

-

-
-At December 31, 2006
9,177,600

1.72

1,397,786
1.90Granted
7,342,143

0.82

3,457,143
0.94Exercised
(227,499)

0.54

(52,957)
0.94Expired
(1,683,251)

0.50

(47,375)
0.50At December 31, 2007
14,608,993

US $1.43

4,754,597
US$1.23   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
115 ______________________________________________________________________________________________________     20. Income
Taxes A
reconciliation of income taxes at statutory rates with the reported taxes is as
follows: 2007
2006
2005Loss
before income taxes
$
(13,075,168)

$
(13,894,215)

$
(1,400,171)Tax
rate

34.12%


34.12%


35.62%Expected
income tax expense (recovery)
$
(4,792,400)

$
(4,740,700)

$
(488,240)Foreign
tax rate difference

(254,300)


40,400


-Effect
of assets value for tax purposes

810,300


-


-Non-deductible
expenses for tax

3,930,100


1,373,700


259,200Financing
costs

(171,300)


(152,700)


(27,800)Exploration
costs

-


-


139,600Gain
on settlement of debt

-


3,256,300


(20,100)Effect
of income tax rate changes

353,100


-


-Effect
of foreign exchange rate changes

(246,300)


-


-Unrecognized
benefit of non-capital losses

1,751,668


-


137,340Future
income tax expense (recovery)
$
1,380,868

$
(223,000)

$
- The
significant components of the Company's future income tax assets and liabilities
are as follows: 2007


2006Future
income tax assets relating to:Equity
investments
$
380,700

$
-Exploration
properties

1,053,000


1,056,200Asset
retirement obligation

1,499,700


-Other
tax assets

210,900


50,800Share
issue costs

481,000


583,100Non-capital
loss carry forwards

10,421,900


3,857,700Capital
loss carryforwards

346,500


-Future
income tax assets

14,393,700


5,547,800Valuation
allowance

(12,493,031)


(5,324,800)Future
income tax liabilities relating to:Property,
plant and equipment

(1,065,400)


-Mineral
properties

(25,752,700)


(2,080,000)Equity
investments

(2,591,400)


-Net
future income tax asset (liability)
$
(27,508,831)

$
(1,857,000) In
the year ended December 31, 2007, the Company recognized a future income tax
liability of $15,717,625 on the acquisition of Sargold and a future income tax
liability of $8,003,000 on the acquisition of Madison PNG.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
116 ______________________________________________________________________________________________________    20. Income
Tax (continued) In
the year ended December 31, 2006, the Company recognized a future income tax
liability of $2,080,000 on the acquisition of Gold FX. This liability was
partially offset through the recognition of certain future income tax assets
resulting in a future income tax recovery of $223,000. The
Company has available for deduction against future years' taxable income
non-capital losses of approximately $23,000,000. Of these losses $21,000,000
will expire up to 2027. Subject to certain restrictions, the Company also has
approximately $3,200,000 of resource expenditures available to reduce taxable
income of future years. 21. Related
Party Transactions The
Company incurred the following expenses with officers, a former officer,
directors, a former director, companies and a law firm in which officers or
directors of the Company, or their spouses, hold an interest: Year
ended December 31
2007
2006
2005Consulting
fees
$     557,044
$   608,175
$   110,000Professional
fees
120,000
90,000
49,500Exploration
expenses
299,992
43,733
-Investor
relations
144,396
96,107
-Rent
and office costs
43,200
52,355
7,775Share
issue costs
-
20,000
5,500Exploration
properties
-
10,000
6,250Salaries
-
91,000
-$ 1,164,632
$1,011,370
$   179,025 In
November 2007, the Company distributed 500,000 shares of Bondi to various
officers, and a company in which an officer of the Company is a beneficiary,
with a value of $172,080 as part of the sale of the Companys uranium properties
(note 7). During
fiscal 2007, the Company made option payments in respect of the Mt. Kare
Property of $nil (2006 - $150,000) to Longview, which is controlled by an
officer and director of the Company, and $nil (2006 - $550,000) to Madison,
which has a director in common with the Company. In fiscal 2007, the Company
also issued 17,000,000 common shares to Longview with a value of $15,298,000 and
3,521,648 common shares to Madison with a value of $3,375,502, in respect of Mt.
Kare. During
fiscal 2006, the Company acquired shares of Madison from arms length parties at
a cost of $1,835,899. In January 2007, the Company acquired a further 1,700,000
common shares of Madison at a cost of $1,445,000 from Longview Capital Partners
Incorporated (Longview Incorporated), which has a director in common with the
Company. Included
in accounts payable and accrued liabilities at December 31, 2007 is $249,675
(2006 - $277,402) due to officers, a former officer, directors, consulting
companies and a law firm in which directors or officers hold an interest.
Accounts payable include $644,331 due to Progemisa SpA which holds a 10%
minority interest in SGM. Included in receivables is $23,964 due from a company
which has a director in common with the Company and $23,986 due from Progemisa
SpA. During
2005, the Company settled accounts payable due to related parties of $280,743
through the issuance of 1,538,910 common shares.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
117 ______________________________________________________________________________________________________    21. Related
Party Transactions (continued) In
2007, the Company borrowed $150,000 from Kyoto Planet Group (Kyoto), a company
with a director in common with the Company. The loan bore interest at 8% and was
repaid in the year. In
2007, the Company borrowed $450,000 from Longview Incorporated, a shareholder
which has a director in common with the Company. The loan bore interest at 8%
and was repaid in the year. In
2007, the Company lent $300,000 to Kyoto, which has a director in common with
the Company. The loan bears interest at 8% and was repaid subsequent to
year-end. During
fiscal 2006, the Company entered into a loan agreement with Longview
Incorporated whereby the Company agreed to loan Longview Incorporated
$1,813,050. The loan bore interest at approximately 5.1% per year and was repaid
with interest of $10,488. In
2006, the Company entered into a premises lease agreement in conjunction with
Tournigan Gold Corporation, Longview Incorporated and Bayswater Uranium
Corporation, which have one or more directors in common with the Company. In
2007, the Company was removed from the lease. Apart
from the loans to Longview Incorporated and Kyoto and the purchase of Madison
shares, these transactions were in the normal course of operations. These
transactions were measured at the exchange amount, which represented the amount
of consideration established and agreed to by the related parties. 22. Contingencies The
Company has been sued by a water processing company after exploration drilling
in Sardinia allegedly interfered with an aquifer. The Company has accrued the
estimated likely amount to be paid in accounts payable and accrued liabilities.
Settlement or judgment costs greater or less than the amount accrued will be
expensed or recovered to operations at the date of settlement or judgment. The
Company has also been sued by a contractor seeking 656,577 ($947,309) for
wrongful dismissal. The Company believes that the claim is without merit and has
not accrued any liability. The
Company is also involved in various claims and legal actions in the ordinary
course of business. In the opinion of management, the ultimate disposition of
these matters will not have a materially adverse effect on the Company.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
118 ______________________________________________________________________________________________________    23. Segment
Information In
prior periods, the Company had one reportable segment, mineral exploration, and
now has six reportable segments based on a combination of activity (mining;
exploration in support of exiting mining activities; exploration to identify
potential mines; and administration) and location (Italy, Australia, Papua New
Guinea or Canada). In assessing segment profit or loss, the Company's chief
decision maker relies on amortization and loss from operations, which includes
exploration activity. Information
about the Companys reportable operating segments follows: AmortizationYear
ended December 31
2007Furtei
- mining
$
                         -Furtei
- exploration
-Other
Sardinia - exploration
-Australia
- exploration
3,592Mt.
Kare - exploration
-Administration
11,332$
              14,924  Loss
from operationsYear
ended December 31
2007Furtei
- mining
$
                       -Furtei
- exploration
-Other
Sardinia - exploration
-Australia
- exploration
638,459Mt.
Kare - exploration
8,673,373Administration
and corporate
4,622,468$
      13,934,300  The
geographical division of the Companys long-lived assets is as follows: Exploration
properties, development property and equipment
December 31,
2007
December 31, 2006Canada
$
             15,123
$
        21,932Italy
56,005,785
-Australia
3,868,154
7,322,543Papua
New Guinea
27,535,872
895,973$       87,424,934
$
   8,240,448   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
119 ______________________________________________________________________________________________________    24. Financial
Instruments The
Company's financial instruments consist of cash, receivables, notes receivable,
marketable securities, equity investments, accounts payable and accrued
liabilities, other current liabilities and long-term liabilities. It is
management's opinion that the Company is not exposed to significant interest or
credit risks arising from these financial instruments. The fair value of these
financial instruments approximates their carrying values, unless otherwise
noted. The fair value of certain long-term liabilities is not determinable due
to uncertain repayment terms. Accordingly, these liabilities have been recorded
at their face value. The
Company is subject to financial risk arising from fluctuations in foreign
currency exchange rates. The Company does not use any derivative instruments to
reduce its exposure to fluctuations in foreign currency exchange rates. The
Company is subject to credit risk on cash in excess of federally insured
deposits with chartered banks and investments in corporate bonds. The Company
mitigates such risks by placing its deposits with large financial institutions. 25. Supplemental
Disclosure with Respect to Cash Flows The
significant non-cash transactions for the year ended December 31, 2007 consisted
of the Company: a) issuing 17,000,000 common shares with a value of $15,298,000 in
connection with the purchase of the Mt. Kare Property (notes 9 and 17); b) issuing 3,521,648 common shares with a value of $3,375,502 in
connection with the purchase of an interest in Madison PNG and the Mt. Kare
Property (note 9); c) issuing 21,597,975, common shares, 1,638,762 stock options and
6,464,286 share purchase warrants with a value of $22,012,000 in connection with
the acquisition with Sargold (note 8); d) receiving 25,000,000 common shares and 5,000,000 share purchase
warrants of Bondi on the sale of its Australian uranium-only properties with a
value of $9,178,750 (note 7); and e) incurring share issue costs of $273,105 through accounts
payable. The
significant non-cash transactions for the year ended December 31, 2006 consisted
of the Company: a) issuing 4,000,000 common shares with a value of $4,820,000 in
connection with the purchase of Gold FX (note 11); b) issuing 50,000 common shares with a value of $77,145 in connection
with the purchase of Hannah 1 (note 12); c) issuing 73,592 common shares with a value of $175,900 in
connection with the purchase of Canon (note 10); d) issuing 45,000 units at a value of $52,515 as a corporate finance
fee and 356,500 broker warrants at a value of $284,000 as part of a private
placement (note 17); and e) issuing
1,137,870 broker warrants at a value of $1,688,000 as part of a private
placement (note 17).  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
120 ______________________________________________________________________________________________________    25. Supplemental
Disclosure with Respect to Cash Flows (continued) The
significant non-cash transactions for the year ended December 31, 2005 consisted
of the Company: a) settling
debts of $447,802 through the issuance of 2,139,598 common shares at a value of
$390,034 resulting in a gain on settlement of $57,768; b) settling
accounts payable of $24,494 resulting in a gain on settlement of $14,494;
and c) issuing
120,000 units at a value of $48,519 as a corporate finance fee, 49,275 units at
a value of $19,923 as an agents fee and 693,889 broker warrants at a value of
$194,000 as part of a private placement. 26. Subsequent
Events Subsequent
to year-end: a) In January 2008, the Company completed the second tranche of a
brokered private placement of 9,104,001 units at a price of $0.45 per unit to
generate gross proceeds of $4,096,800 of which $211,500 was received in 2007.
Each unit comprises one common share and a half-warrant with each full warrant
exercisable to purchase a common share at $0.75 for a period of two years. The
Company incurred cash offering costs of $474,078. In addition, the Company
issued 1,114,711 broker warrants. b) In January 2008, the Company acquired 5,724,500 common shares of
AMI Resources Inc. (AMI) at a price of $0.40 per share in a private
transaction with Longview which is controlled by an officer and director of the
Company. As a result of this transaction, the Company now owns 7,170,000 common
shares, representing approximately 22% of AMIs issued and outstanding share
capital. c) In April 2008, the Company gave notice to Madison that the Company
wishes to implement a joint venture at the Mt. Kare project in Papua New Guinea
following a 90-day notice period. The Company currently has a 60% interest in
the Mt. Kare project and Madison has 40%. Madison and the Company collectively
hold a 10% interest in trust for the local landowners, which is included in
their interests. The Company and Madison will have to contribute on a pro rata
basis to the project costs or their ownership interests will be diluted. Madison
has indicated that it will not be contributing to the joint venture and will be
subject to dilution. d) In 2008, the Company sold 4,980,000 shares of Kinbauri for net
proceeds of $3,397,840. As a result, Kinbauri ceased to be an equity investee
effective February 28, 2008.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
121 ______________________________________________________________________________________________________     27. Differences
Between Canadian and United States Generally Accepted Accounting
Principles  These
financial statements have been prepared in accordance with Canadian GAAP and
conform in all material respects with accounting principles, practices and
methods accepted in the United States (United States GAAP) except as set out
below: Year
ended December 31
2007

2006

2005Loss
for the yearLoss
for the year - Canadian GAAP
$
(14,456,036)

$
(13,671,215)

$
(1,400,171)Net
mining costs

(489,693)


-


-Property
plant and equipment amortization

(31,921)


-


-Mineral
property amortization

(166,000)


-


-Future
income tax recovery

73,200


-


-Unrealized
loss on securities available for sale

(252,039)


393,011


-Unrealized
foreign exchange gain on securities available for sale

687,811


(687,811)


-Loss
for the year - United States GAAP
$
(14,634,678)

$
(13,966,015)

$
(1,400,171)Basic
and diluted loss per share  United States GAAP
$
(0.23)

$
(0.43)

$
(0.14)
   Financial
Condition at December 31, 2007

Canadian GAAP

Adjustment

United StatesGAAPCurrent
assets
$
4,379,201
$
-
$
4,379,201Property
plant and equipment

4,575,235

(31,921)

4,543,314Development
property

47,468,294

(655,693)

46,812,601Other
assets

48,538,562

-

48,538,562Total
assets
$
104,961,292
$
(687,614)
$
104,273,678Liabilities
$
20,056,642
$
-
$
20,056,642Future
income taxes

27,508,831

(73,200)

27,435,631Accumulated
comprehensive other loss

(413,642)

(140,972)

(554,614)Deficit

(34,449,380)

(473,442)

(34,922,822)Other
shareholders equity

92,258,841

-

92,258,841Total
liabilities and shareholders equity
$
104,961,292
$
687,614
$
$104,961,292
   Financial
Condition at December 31, 2006

Canadian GAAP

Adjustment

USGAAPCurrent
assets
$
20,493,358
$
-
$
20,493,358Property
plant and equipment

35,203

-

35,203Other
assets

8,293,235

-

8,293,235Total
assets
$
28,821,796
$
-
$
28,821,796Liabilities
$
922,408
$
-
$
922,408Future
income taxes

1,857,000

-

1,857,000Accumulated
comprehensive other loss

-

294,800

294,800Deficit

(19,993,344)

(294,800)

(20,288,144)Other
shareholders equity

46,035,732

-

46,035,732Total
liabilities and shareholders equity
$
28,821,796
$
-
$
28,821,796
   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
122 ______________________________________________________________________________________________________    27. Differences
Between Canadian and United States Generally Accepted Accounting Principles
(Continued)  December
31
2007

2006Accumulated
other comprehensive incomeAccumulated
other comprehensive income - Canadian GAAP
$
(413,642)

$
-Unrealized
loss on securities available for sale

(140,972)


(393,011)Unrealized
foreign exchange gain on securities available for sale

-


687,811Accumulated
other comprehensive income - United States GAAP
$
(554,614)

$
294,800
   December
31
2007

2006DeficitDeficit
- Canadian GAAP
$
(34,449,380)

$
(19,993,344)Net
mine costs

(489,693)


-Property
plant and equipment amortization and mineral property amortization

(31,921)


-Mineral
property amortization

(166,000)Future
income tax recovery

73,200Unrealized
loss on securities available for sale

140,972


393,011Unrealized
foreign exchange gain on securities available for sale

-


(687,811)Deficit
- United States GAAP
$
(34,922,822)

$
(20,288,144)
   Year
ended December 31
2007

2006

2005Cash
flows from operating activitiesCash
flows from operating activities - Canadian GAAP
$
(13,929,593)

$
(10,175,545)

$
(507,054)Net
mining expenditures

(432,948)


-


-Cash
flows from operating activities - United States GAAP
$
(14,362,541)

$
(10,175,545)

$
(507,054)
   Year
ended December 31
2007

2006

2005Cash
flows from investing activitiesCash
flows from investing activities - Canadian GAAP
$
9,187,272

$
(19,414,994)

$
(227,453)Net
mining expenditures reclassified to operating activities

432,948


-


-Cash
flows from investing activities - United States GAAP
$
9,620,220

$
(19,414,994)

$
(227,453)
  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
123 ______________________________________________________________________________________________________    27. Differences
Between Canadian and United States Generally Accepted Accounting Principles
(Continued) a) Comprehensive
income Generally
accepted accounting principles in the United States require that the Company
classify items of other comprehensive income by their nature in a financial
statement and display the accumulated balance of other comprehensive income
separately from deficit and contributed surplus in the equity section of the
balance sheet. Prior to January 1, 2007, Canadian GAAP did not require
disclosure of other comprehensive income. Year
ended December 31
2007

2006

2005Comprehensive
income (loss)Comprehensive
income (loss) - Canadian GAAP
$
(413,642)

$
-

$
-Unrealized
losses on securities available for sale

252,039


(393,011)


-Unrealized
foreign exchange gains on securities available-for-sale in accordance with
EITF 96-15 Accounting for the Effects of Changes in Foreign Currency
Exchange Rates on Foreign Currency-Denominated Available-for-Sale Debt
Securities.

(687,811)


687,811


-Comprehensive
income (loss) - United States GAAP
$
(849,414)

$
294,800

$
-
  b) Property
plant and equipment, development property and future income taxes For
Canadian GAAP purposes, the Company is considered to be in the development stage
and, accordingly, operating costs, net of revenues, are capitalized to the
development property. For
United States GAAP purposes, the production phase of a mine is considered to
have begun when saleable minerals are produced regardless of the level of
production. Accordingly, the Company is considered to be in commercial
production with respect to its Furtei mine (note 13) and net operating losses of
$489,693 capitalized to the property under Canadian GAAP will be charged to
operations for US GAAP purposes. In addition, with the commencement of
commercial production, amortization of the Furtei property based on units of
production of $166,000 will be charged to operations as well as amortization of
$31,921 relating to property, plant and equipment. As a result of these
adjustments, future income tax liabilities for United States GAAP purposes will
be reduced by $73,200 resulting in a recovery in the results of operations. c) Exploration
properties and deferred costs Exploration
property costs and related exploration expenditures are accounted for in
accordance with Canadian GAAP, as disclosed in note 3. The Companys current
treatment of exploration properties and deferred costs conforms in all material
respects with United States GAAP. The Company has adopted the provisions of EITF
04-02, Whether Mineral Rights are Tangible or Intangible Assets, which
concludes that mineral rights are tangible assets and accordingly capitalizes
for United States GAAP purposes the costs related to the acquisition of mineral
rights.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
124 ______________________________________________________________________________________________________     27. Differences
Between Canadian and United States Generally Accepted Accounting Principles
(Continued) d) Marketable
securities Prior
to January 1, 2007, Canadian GAAP required that marketable securities held by
the Company be recorded at the lower of cost and market value. Under United
States GAAP, these investments would be classified as available-for-sale
securities and recorded at market value. Any unrealized holding gains or losses
would be reported as a separate component of shareholders equity until
realized. This accumulated difference between cost and market value is also
recorded as part of comprehensive income. For
fiscal 2006, the unrealized holding gains for marketable securities was $294,800
(2005 - $nil). For
fiscal 2007, with the adoption of Section 3855 Financial Instruments and
related sections, as disclosed in note 3, Canadian GAAP conforms in all material
respects with United States GAAP. e) Adoption of new accounting policies In
June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement 109 (FIN 48). This
interpretation clarifies the recognition threshold and measurement of a tax
position taken or expected to be taken on a tax return, and requires expanded
disclosure with respect to the uncertainty in income taxes. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosures and transition. The Company adopted the provisions
of FIN 48 on January 1, 2007 and the adoption of this policy does not result in
an adjustment to the Companys financial statements. f) Recently Issued Accounting Pronouncements In
September 2006, the FASB issued SFAS No. 157, Fair Value Measures (SFAS No.
157). SFAS No. 157 defines fair value, establishes a framework for measuring
fair value and enhances disclosures about fair value measures required under
other accounting pronouncements, but does not change existing guidance as to
whether or not an instrument is carried at fair value. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007, the year beginning January
1, 2008 for the Company. The Company has not yet determined the impact adoption
will have on the Company. In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159
permits entities to measure many financial assets and financial liabilities at
fair value. Unrealized gains and losses on items for which the fair value option
has been elected will be reported in earnings. SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007. The Company is currently
evaluating the impact of SFAS No. 159 on its consolidated financial position and
results of operations. In
December 2007, the FASB issued SFAS No.160, Non-controlling interest in
consolidated financial statements. SFAS No.160 clarifies that a non-controlling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. It
requires consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the non-controlling interest. It
also requires disclosure, on the face of the consolidated statement of income,
of the amounts of consolidated net income attributable to the parent and to the
non-controlling interest. This statements amends FASB No.128, Earning per share,
the calculation of the EPS amounts in consolidated financial statement will
continue to be based on amounts attributable to the parent. SFAS No.160 is
effective for fiscal years beginning after December 31, 2008. The Company is
currently evaluating the impact of SFAS No.160 on its consolidated financial
position and results of operations.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
125 ______________________________________________________________________________________________________     27. Differences
Between Canadian and United States Generally Accepted Accounting Principles
(Continued)  In
December 2007, FASB issued SFAS No. 141 Business Combinations (SFAS No. 141)
(revised 2007) to improve the relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. The Statement
establishes principles and requirements for the acquirer to (1) recognize and
measure in its financial statements the identifiable assets acquired, the
liabilities assumed, and any non-controlling interest. (2) recognizes and
measures the goodwill acquired in the business combination or a gain from a
bargain purchase. (3) determines what information to disclose to enable users of
financial statements to evaluate the nature and financial effects of the
business combination. The effective date of SFAS No. 141 is December 15, 2008.
The Company is currently evaluating the impact of SFAS No. 141 on its
consolidated financial statements. The
adoption of these new pronouncements is not expected to have a material effect
on the Companys financial position or results of operations.       ______________________________________________________________________________    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
126 ______________________________________________________________________________________________________    EXHIBIT 4.AN:
  SALES AND PURCHASE AGREEMENT DATED AUGUST 28, 2008 BETWEEN THE
COMPANY, CERTAIN SUBSIDIARIES (CANON INVESTMENTS PTY LIMITED, GOLD FINANCE AND
EXPLORATION PTY LIMITED AND GOLD FX PTY LIMITED) AND BONDI MINING
LIMITED. _________________________________________________________________________  AGREEMENT FOR THE SALE AND PURCHASE OF SHARES DATE 28
AUGUST 2007 PARTIES  1. CANON
INVESTMENTS PTY LIMITED ACN 053 538 613 (Canon) GOLD FINANCE AND EXPLORATION PTY
LIMITED ACN 112 075 484 (Gold FE) and GOLD FX PTY LIMITED ACN 114 195 345 (Gold
FX) all of Suite 25, Ground Floor, Plumridge House, 36 Agnes Street, Fortitude
Valley, Queensland (each a Vendor and together the Vendors)  2. BONDI
MINING LIMITED ACN 120 723 426 of c/- Level 2, 55 Hunter Street, Sydney, New
South Wales (Purchaser) 3. BUFFALO
GOLD LIMITED (a Canadian company) of Unit 25, 36 Agnes Street, Fortitude Valley,
Queensland (Buffalo Gold) BACKGROUND A. Murphy Uranium Pty Limited ACN 126 180 818 of Suite 25, Ground
Floor, Plumridge House, 36 Agnes Street, Fortitude Valley, Queensland (Company)
was incorporated in Queensland on 26 June 2007. B. The
Vendors are the registered holders and beneficial owners of all of the issued
and allotted shares in the capital of the Company (Shares) and the number of
Shares so held and owned by each of the Vendors is shown opposite their
respective names below:  Name No
of Shares  Canon 2 Gold
FE 1 Gold
FX 1 C. The
Vendors have agreed to sell and the Purchaser has agreed to purchase the Shares
on the terms and conditions contained in this Agreement. D. Canon and Gold FX are wholly owned subsidiaries of Buffalo Gold.
 Gold FE is a wholly owned subsidiary of Gold FX.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
127 ______________________________________________________________________________________________________    TERMS __________________________________________________________________________ 1. DEFINITIONS In this Agreement unless the context otherwise requires: 1.1 Act means the Corporations Act 2001 (Cth); 1.2 Agreement means this Agreement for the Sale and Purchase of
Shares; 1.3 Asset Sale Agreementsmeans the Canon Agreement, the FE
Agreement and the FX Agreement; 1.4 ASX means ASX Limited ACN 008 624 691; 1.5 Board means the board of directors of the Purchaser; 1.6 Business Day means any day on which trading banks in
Sydney, New South Wales are open for business; 1.7 Canon Agreement means the Sale and Purchase Agreement dated
17 July 2007 between the Company and Canon under which uranium assets are
transferred to the Company; 1.8 Claim against any person means any claim, action,
proceeding, demand, judgment, damage, loss, cost, expense or liability whatever
incurred or suffered by or brought or made or recovered against the person and
however arising (whether or not presently ascertained, immediate, future or
contingent); 1.9 Completion means completion of the sale and purchase of the
Shares pursuant to this Agreement; 1.10 Completion Date means the day being two Business Days
following the last of the Conditions Precedent being satisfied or waived; 1.11 Consideration Sharesmeans 25,000,000 fully paid ordinary
shares in the capital of the Purchaser; 1.12 Conditions Precedent means the conditions precedent
set out in clause 3.1; 1.13 Consolidated Group means a consolidated group for the
purposes of the Income Tax Assessment Act 1997 (Cth); 1.14 Duty means any stamp, transaction or registration duty or
similar charge imposed by any Government Agency and includes any interest, fine,
penalty, charge or other amount imposed in respect of the duty or charge; 1.15 ELmeans a Northern Territory exploration licence; 1.16 ELA means a Northern Territory exploration licence
application; 1.17 EPM means a Queensland exploration permit for minerals; 1.18 EPMAmeans a Queensland exploration permit for minerals
application; 1.19 Execution Date means the date the last party executes this
Agreement;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
128 ______________________________________________________________________________________________________     1.20 FE Agreement means the Sale and Purchase Agreement dated 17
July 2007 between the Company and Gold FE under which uranium assets are
transferred to the Company; 1.21 FX Agreement means the Sale and Purchase Agreement dated 17
July 2007 between the Company and Gold FX under which uranium assets are
transferred to the Company; 1.22 Government Agency means any government or governmental,
semi-governmental, administrative, fiscal, or judicial body, department,
commission, authority, tribunal, agency or entity; 1.23 GST means the goods and services tax imposed in Australia
under the GST Act and includes any replacement or subsequent similar tax; 1.24 GST Act means A New Tax System (Goods and Services Tax)
Act 1999 (Cth); 1.25 Head Company means a company that qualifies as a head
company pursuant to section 703-15 of the Income Tax Assessment Act 1997
(Cth); 1.26 Material Contracts means those agreements, arrangements,
understandings, undertakings or commitments identified in annexure A that the
Purchaser is a party to; 1.27 Mining Information means all technical information
including (without limitation) geological, geochemical and geophysical reports,
feasibility studies, surveys, mosaics, aerial photographs, samples, drill core,
drill logs, drill pulp, assay results, maps and plans, production statistics and
processing facility operating manuals relating to the Mining Tenements or the Mt
Hogan Concurrent Rights Deed whether in physical, written or electronic form in
the ownership or possession or under the control of the Company; 1.28 Mining Tenements means: (a) the granted mining tenements identified in Part 1 of annexure B
and the applications for mining tenements identified in Part 2 of annexure B;
and (b) any other mining tenement or tenements which may be granted in
lieu of or relating to the same ground as those mining tenements, and includes all rights to mine and other privileges appurtenant
to the Mining Tenements; 1.29 Mt Hogan Concurrent Rights Deed means the document of that
name dated 22 August 2007 between Newcrest Operations Limited ACN 009 221 505
(Newcrest Operations), the Company, Buffalo Gold and the Purchaser in
respect of EPM 11709 owned by Newcrest Operations; 1.30 Purchaser Warrantiesmean the warranties contained in
clause 8; 1.31 Shares includes all benefits, rights and entitlements
accrued or attaching to the Shares and includes any further shares in the
capital of the Company which may have been issued to the Vendors prior to
execution of this Agreement or which may be issued to the Vendors at any time
prior to Completion; 1.32 Taxmeans any tax, levy, charge, impost, duty, fee,
deduction, compulsory loan or withholding, which is assessed, levied, imposed or
collected by any Government Agency and includes, but is not limited to, any
interest, fine, penalty, charge, fee or  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
129 ______________________________________________________________________________________________________    any other amount imposed on, or in respect of any of the above,
and further includes (for the avoidance of doubt) GST but excludes Duty; 1.33 Tax Law means any law relating to either Tax or Duty as the
context requires, including (for the avoidance of doubt) the GST Act; 1.34 Vendor Warranties means the warranties contained in
annexure C; and 1.35 Warrantiesmeans the Purchaser Warranties and the Vendor
Warranties. _________________________________________________________________________________ 2. INTERPRETATION 2.1 In this Agreement unless the context otherwise requires: (a) words denoting the singular number include the plural and vice
versa; (b) words denoting any gender include all genders; (c) where a word or phrase is defined, other parts of speech and
grammatical forms of that word or phrase have corresponding meanings; (d) words denoting natural persons include bodies corporate and vice
versa; (e) references to clauses are to clauses of this Agreement; (f) headings are for convenience only and do not affect
interpretation; (g) a reference to any party to this Agreement or to any other
document includes that partys executors, administrators, successors and
permitted assigns (as the case may be); (h) references to any document include references to such document as
amended, novated, supplemented, varied or replaced from time to time; (i) references to any legislation or to any provision of any
legislation include any modification or re-enactment of that legislation or
legislative provision or any legislation or legislative provision substituted
for, and all regulations and instruments issued under, such legislation or
provision; (j) reference to dollars and $ are to amounts in Australian currency; (k) a reference to default or breach includes a Warranty being untrue
or proving to be incorrect; (l) the Background is correct and forms part of this Agreement;
and (m) the annexures to this Agreement form part of this Agreement. 2.2 A provision of this Agreement must not be construed to the
disadvantage of a party merely because that party was responsible for the
preparation of this Agreement or the inclusion of the provision in this
Agreement. _________________________________________________________________________________ 3. CONDITIONS PRECEDENT 3.1 This Agreement and the obligations of the parties under this
Agreement (apart from this clause 3.1) are subject to:  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
130 ______________________________________________________________________________________________________     (a) the Purchaser conducting due diligence in respect of the Company
and being satisfied in all respects with such due diligence;  (b) the Purchaser obtaining all shareholder approvals required under
the Corporations Act 2001 (Cth) and the listing rules of ASX for the
transaction contemplated by this Agreement; (c) the completion of the Asset Sale Agreements in accordance with
their terms; (d) the Vendors
conducting due diligence in respect of the Purchaser and being satisfied in all
respects with such due diligence; (e) the Purchaser obtaining any approvals or consents required from
ASX; and (f) the transfer of the granted Mining Tenements identified in Part 1
of annexure B to the Company pursuant to the Asset Sale Agreements. 3.2 The
Purchaser must use its best endeavours to satisfy the condition precedent
referred to in clause 3.1(a) within 21 days after the date of this Agreement.
 If this condition precedent is not satisfied within 21 days after the date
of this Agreement, either party (provided such party is not in default) may
rescind this Agreement. 3.3 The
Vendors must use their best endeavours to satisfy the condition precedent
referred to in clause 3.1(d) within 21 days after the date of this Agreement.
 If this condition precedent is not satisfied within 21 days after the date
of this Agreement, either party (provided such party is not in default) may
rescind this Agreement. 3.4 The
Purchaser must use its best endeavours to satisfy the conditions precedent
referred to in clauses 3.1(b) and 3.1(e) within 90 days after the date of this
Agreement.  If these conditions precedent are not satisfied within 90 days
after the date of this Agreement, either party (provided such party is not in
default) may rescind this Agreement. 3.5 The
Vendors must use their best endeavours to cause the conditions precedent
referred to in clauses 3.1(c) and 3.1(f) to be satisfied within 90 days after
the date of this Agreement.  If these conditions precedent are not
satisfied within 90 days after the date of this Agreement, either party
(provided such party is not in default) may rescind this Agreement. __________________________________________________________________________________  4. AGREEMENT FOR SALE AND PURCHASE OF THE SHARES  The Vendors agree
to sell and the Purchaser agrees to purchase at Completion the Shares free from
all mortgages, liens, charges, encumbrances, adverse claims or interests of any
nature. __________________________________________________________________________________  5. CONSIDERATION 5.1 In
consideration for the Shares, at Completion the Purchaser shall (subject to
compliance with clause 5.2):  (a) issue and allot the Consideration Shares as follows: (i) 8,166,666 Consideration Shares to Canon; (ii) 8,166,667 Consideration Shares to Gold FE;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
131 ______________________________________________________________________________________________________     (iii) 8,166,667 Consideration Shares to Gold FX; and (iv) 500,000 Consideration Shares to the following  nominees of
the Vendors, namely: (A) 150,000
Consideration Shares to Susan Rosemary Dugmore in her capacity as trustee of the
Gold Investment Trust; (B) 150,000
Consideration Shares to Robert Skrzeczynski; (C) 150,000
Consideration Shares to Douglas Haynes; and (D) 50,000
Consideration Shares to Darryn Hedger; and (b) grant 5,000,000 options each to acquire one ordinary share in the
capital of the Purchaser with an exercise price of $0.60, an expiry date of two
years after the Completion Date and otherwise on the terms and conditions set
out in annexure D as follows: (i) 1,666,666 options to Canon; (ii) 1,666,667 options to Gold FE; and (iii) 1,666,667 options to Gold FX. 5.2 The
Vendors agree, and will cause their nominees under clause 5.1(a)(iv) to agree in
writing with the Purchaser, to be bound by the Constitution of the
Purchaser. __________________________________________________________________________________  6. COMPLETION 6.1 Completion shall take place on the Completion Date at the
Purchasers registered office or such other date or place as the Vendors and the
Purchaser may agree. 6.2 On Completion the Vendors must deliver to the Purchaser: (a) a duly executed transfer of the Shares in favour of the Purchaser
or its nominee and share certificates in respect of all of the Shares; (b) the constituent documents, the certificate of incorporation,
common seal (if any), register of members, register of options, register of
directors, register of directors shareholdings, register of charges, minutes of
directors and shareholders meetings of the Company in proper order and
condition and fully entered up to the Completion Date; (c) all cheque books, financial and accounting books and records,
copies of taxation returns and assessments, land tax assessments, mortgages,
leases, agreements, insurance policies, title documents, licences, indicia of
title, certificates and all other records, papers, books and documents of the
Company; (d) duly completed authority for the alteration of the signatories of
the bank accounts of the Company in the manner required by the Purchaser; (e) all current permits, licences and other documents issued to the
Company under any legislation or ordinance relating to its business activities;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
132 ______________________________________________________________________________________________________     (f) any document which may be required to vest in the Purchaser or its
nominee the full beneficial ownership of the Shares and to enable the Purchaser
or its nominee to be registered as the owner of the Shares; (g) the Mining Information; (h) the originals of the Asset Sale Agreements; (i) all other documents required to be given to the Vendors pursuant
to the Asset Sale Agreements, including executed and stamped instruments of
transfer of the Mining Tenements and copies of any consents needed to register
the transfers of the Mining Tenements; (j) all other documents of title evidencing the Companys interest in
the Mining Tenements; (k) the Vendors copies of all documents in respect of the Mt Hogan
Concurrent Rights Deed; and (l) the original restriction agreements referred to in clause 6.7
executed by the Vendors, their nominees or both. 6.3 Prior to Completion, the Vendors must procure that the directors
of the Company at a duly convened meeting of the Company: (a) approve the transfer of the Shares to the Purchaser or its nominee
and their registration; (b) approve the issue of new share certificates for the Shares;
and (c) appoint those directors, auditors, secretaries and other officers
of the Company as the Purchaser nominates in writing with effect from the end of
Completion. 6.4 At Completion, the Vendors must deliver to the Purchaser a
statutory declaration by a director of Buffalo Gold that no moneys are then
owing to or by the Company by or to: (a) the Vendors; (b) any related body corporate (as defined in the Act) of the Vendors;
or (c) any company in which the Vendors or any related body corporate (as
defined in the Act) of the Vendors owns shares. 6.5 Each Vendor waives all rights of pre-emption over the Shares
conferred by the Constitution of the Company or otherwise. 6.6 Subject to the satisfaction of clauses 6.2, 6.3 and 6.4, on or as
soon as reasonably possible following Completion the Purchaser must deliver to
the Vendors or their nominees: (a) share certificates, holding statements or other evidence of
ownership satisfactory to the Vendors for the Consideration Shares; (b) an option certificate, holding statement or other evidence of
ownership satisfactory to the Vendors for the 5,000,000 options referred to in
clause 5.1(b);  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
133 ______________________________________________________________________________________________________     (c) evidence of the appointment of Damien Edward Reynolds and Mark
Anthony Dugmore to the Board; and (d) Deeds of Access and Indemnity in respect of Damien Edward Reynolds
and Mark Anthony Dugmore, executed by the Purchaser. 6.7 The Vendors acknowledge that the shares to be issued and options
to be granted pursuant to this Agreement will be the subject of escrow
restrictions for a period of 12 months (or the unexpired period of such 12 month
period in respect of shares issued following the exercise of any options during
the 12 month period): (a) imposed by ASX under its listing rules; or (b) imposed by the Purchaser and voluntarily assumed by the
Vendors. The
Vendors agree to execute, and will cause their nominees under clause 5.1(a) to
execute at or before Completion, such form of restriction agreement in respect
of the shares and options to be granted to them pursuant to this Agreement as
may be required by ASX or by the Purchaser acting reasonably (as the case may
be). __________________________________________________________________________________ 7. VENDOR WARRANTIES 7.1 Subject to clause 0 the Vendors give the Vendor Warranties to the
Purchaser and acknowledges that the Purchaser has entered into this Agreement in
reliance upon such Vendor Warranties.  7.2 If
prior to Completion the Vendors become aware of any matter, fact or circumstance
which would or could render any of the Vendor Warranties untrue or misleading in
any way the Vendors must immediately notify the Purchaser in writing together
with full particulars of each relevant matter, fact or circumstance and take all
necessary steps to rectify such matters, facts or circumstances to render the
Vendor Warranties true and not misleading.  7.3 If
a breach of any of the Vendor Warranties is discovered prior to Completion then,
without prejudice to any other right or remedy of the Purchaser, the Purchaser
may by notice to the Vendors terminate this Agreement.  7.4 If
the Purchaser terminates this Agreement pursuant to clause 0, the Purchaser will
not have any Claim against the Vendors in respect of the breach of a Vendor
Warranty to the extent that such breach was not attributable to any act or
omission by the Vendors, their officers, employees, contractors, agents or other
representatives. 7.5 Subject to clause 0, the Vendors shall indemnify and hold harmless
the Purchaser from and against each Claim against the Purchaser to the extent
that the Claim arises from or is connected with any breach of any of the Vendor
Warranties.  7.6 Subject to clause 0 the Vendor Warranties are not breached by the
Vendors and the Purchaser cannot make a Claim in respect of:  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
134 ______________________________________________________________________________________________________    (a) anything disclosed in any information relating to the Company or
to the business of the Company which has been made available in written or
recorded form to the Purchaser by the Vendors or by any of the advisers of the
Vendors before Completion for the purpose of allowing the Purchaser in its
capacity as a potential buyer to obtain relevant information about the
Company; (b) any information relating to the Company which is contained before
Completion on a register maintained by a Government Agency which is available
for search by the Purchaser; (c) anything disclosed or referred to in this Agreement; (d) anything which the Purchaser or any advisers of the Purchaser who
assisted  the Purchaser in relation to any of the transactions contemplated
in this Agreement actually knows before Completion; (e) anything which a reasonable person in the position of  the
Purchaser  or in the position of any adviser of the Purchaser would have
found before Completion, after due inquiry, after having been given the full
opportunity to conduct detailed due diligence if acting with reasonable care and
diligence, in relation to the investigation of the Company and the business of
the Company; (f) anything which is a consequence of any applicable law before
Completion; (g) provided that the Vendors are not otherwise in breach of clause 0,
where the Claim is as a result of any legislation not in force at the Execution
Date, including legislation which takes effect retrospectively; (h) provided that the Vendors are not otherwise in breach of clause 0,
where the Claim is as a result of or in respect of a change in the judicial
interpretation of the law in any jurisdiction after the Execution Date; (i) provided that the Vendors are not otherwise in breach of clause 0,
anything arising from any change after the Execution Date in any applicable law
or in its interpretation or in any administrative practice or ruling of a
Government Agency (whether or not with any retrospective effect); and (j) anything to the extent that it is caused by or contributed to by
any act, omission, transaction, or arrangement: (i) of or by or on behalf of the Purchaser or any related body
corporate of the Purchaser; (ii) of or by or on behalf of the Vendors, the Company, or any
subsidiary, or any other person at the request of or with the consent or
acquiescence of the Purchaser; or (iii) implementing, or permitted by, the terms of this Agreement or of
any other document contemplated by this Agreement.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
135 ______________________________________________________________________________________________________     ______________________________________________________________________________       8. PURCHASER WARRANTIES  8.1 Subject to clause 0, the Purchaser gives the following Purchaser
Warranties to the Vendors and acknowledges that the Vendors have entered into
this Agreement in reliance upon such Purchaser Warranties: (a) the Purchaser has been granted official quotation on ASX; (b) the Purchaser is a disclosing entity in Australia under the
provisions of the listing rules of ASX and the Act and is not in default of any
of its requirements thereunder; (c) the Purchaser is duly incorporated under the Act and has full
corporate power to conduct its business as such business is now being
conducted; (d) save as set out in this Agreement there are no consents,
approvals, authorisations, orders or agreements of any Government Agency which
may be required for the purchase of the Shares; (e) there are no known claims, actions, suits, judgments, litigation
or proceedings pending against or affecting the Purchaser which will or may have
a material adverse affect on the Purchaser nor does the Purchaser  know of
any reasonable grounds for the basis of any such claims, actions, suits,
judgments, litigation or proceedings; (f) this Agreement has been duly authorised, executed and delivered by
and constitutes a legal, valid and binding agreement of the Purchaser; (g) there is no information concerning the Purchaser that would be
expected to have a material effect on the price or value of the securities of
the Purchaser which has not been disclosed to ASX by the Purchaser; (h) the Constitution of the Purchaser has not been varied other than
as disclosed in the records of the Australian Securities and Investments
Commission; (i) the Purchaser is not the trustee of any trust; (j) the Purchaser is not in liquidation nor liable to be wound up and
no meeting has been called or petition presented for the purpose of winding up
the Purchaser; (k) no action has been taken or threatened to be taken to place the
Purchaser into receivership and there are no writs of execution issued and
unsatisfied or partly unsatisfied against any of the property of the Purchaser
nor has any sequestration order been made or writ of execution issued against
the Purchaser or any of its assets; (l) the Purchaser is not under voluntary administration nor has any
resolution been passed under Part 5.3A of the Act for the appointment of an
administrator under that Part; (m) the Consideration Shares shall be issued to the Vendors or their
nominees free from all mortgages, liens, charges, encumbrances, adverse claims
or interests of any nature;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
136 ______________________________________________________________________________________________________     (n) the Consideration Shares shall be validly and duly issued; (o) the Consideration Shares shall be fully paid; (p) the Purchaser has not granted any power of attorney except
incidentally to the giving of and for the purposes only of enforcement of any
security; (q) the Purchaser is not party to any agreement or arrangement
restricting the freedom of the Purchaser to provide and obtain goods and
services by such means as it may in its absolute discretion deem fit; (r) every contract, agreement, instrument or other commitment to which
the Purchaser is a party or by which the Purchaser is bound is valid and binding
according to its terms and no party with which the Purchaser has entered into
any contract is in material default under the contract and there is no
circumstance known to the Purchaser likely to give rise to such a default; (s) as far as the Purchaser is aware, the Purchaser has fully complied
with the Act and all other applicable legal requirements and all orders, awards
and requirements of any competent authority in relation to the affairs of the
Purchaser and the Purchaser itself or by its officers has not done or omitted to
do any act whereby the Purchaser may become liable for costs, damages, expenses
or any fine or penalty; (t) otherwise than as plaintiff in the collection of debts arising in
the ordinary course of business (not exceeding $1,000 individually or $10,000 in
aggregate) the Purchaser is not as plaintiff, defendant or otherwise engaged or
concerned in any litigation, review, appeal, arbitration, prosecution or other
legal proceedings and having made all reasonable enquiries the Purchaser is
unaware of any circumstance likely to cause the Purchaser to become involved in
any litigation, review, appeal, arbitration, prosecution or other legal
proceedings; (u) the Purchaser has not acted or engaged in any transaction
otherwise than within the powers and in accordance with the provisions of the
Constitution of the Purchaser; (v) the register of members, register of directors, principal
executive officers and secretaries, register of directors shareholdings and
register of charges and all other statutory records required by law to be kept
by the Purchaser have been properly kept and all resolutions of members of the
Purchaser and of directors of the Purchaser have been entered in the relevant
minute books; (w) all forms, returns, particulars, resolutions and other documents
required to be lodged by the Purchaser with the Australian Securities and
Investments Commission have been duly lodged; (x) the Purchaser does not have any of its records, systems, controls,
dates or information recorded, stored, maintained, operated or otherwise
dependent on or held by any means (including any electronic, mechanical or
photographic process whether computerised or not) which (including all means of
access) are not in the exclusive possession and under the direct control of the
Purchaser; (y) the Purchaser is not aware of any fact or circumstance which might
reasonably be expected to affect in any material adverse way the financial
position, operations, aspects, profitability or prospects of the Purchaser or
the business  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
137 ______________________________________________________________________________________________________    of the Purchaser or the Consideration Shares other than those
expressly disclosed in writing to the Vendors or affecting as a whole the
industry in which the Purchaser participates; and (z) as
from the date of this Agreement pending Completion the business of the Purchaser
will be conducted in a normal and proper manner so as to maintain its value and
efficiency as a going concern and to preserve the business organisation intact
and to keep available the services of employees and the goodwill of suppliers,
customers and others having business relations with the Purchaser. 8.2 The Purchasers Warranties are not breached by the Purchaser and
the Vendors cannot make a Claim in respect of: (a) anything disclosed in any information relating to the Purchaser or
to the business of the Purchaser which has been made available in written or
recorded form to the Vendors by the Purchaser or by any of the advisers of the
Purchaser before Completion for the purpose of allowing the Vendors to obtain
relevant information about the Purchaser; (b) any information relating to the Purchaser which is contained on a
register maintained by a Government Agency which is available for search by the
Vendors; (c) anything disclosed or referred to in this Agreement; (d) anything which the Vendors or any advisers of the Vendors who
assisted the Vendors in relation to any of the transactions contemplated in this
Agreement actually knows before Completion; (e) anything which a reasonable person in the position of the Vendors
or in the position of any adviser of the Vendors would have found, after due
inquiry, after having been given the full opportunity to conduct detailed due
diligence if acting with reasonable care and diligence, in relation to the
investigation of the Purchaser and the business of the Purchaser; (f) anything which is a consequence of any applicable law before
Completion; (g) where the Claim is as a result of any legislation not in force at
the Execution Date, including legislation which takes effect retrospectively; (h) where the Claim is as a result of or in respect of a change in the
judicial interpretation of the law in any jurisdiction after the Execution
Date; (i) anything arising from any change after the Execution Date in any
applicable law or in its interpretation or in any administrative practice or
ruling of a Government Agency (whether or not with any retrospective effect);
and (j) anything to the extent that it is caused by or contributed to by
any act, omission, transaction, or arrangement: (i) of or by or on behalf of the Vendors or any related body corporate
of the Vendors; (ii) of or by or on behalf of the Purchaser or any other person at the
request of or with the consent or acquiescence of the Vendors; or (iii) implementing, or permitted by, the terms of this Agreement or of
any other document contemplated by this Agreement.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
138 ______________________________________________________________________________________________________     ________________________________________________________________________________ 9. LIMITATION OF LIABILITY 9.1 The Purchaser cannot make any  Claim: (a) for less than $20,000; and (b) unless and until the aggregate amount of all Claims that are
otherwise permitted by this Agreement (not counting any such Claim for less than
$20,000) exceeds $20,000, then the Purchaser may claim only the aggregate amount
of all such  Claims of not less than $20,000. 9.2 The
liability of the Vendors for Claims is limited to value of the Consideration
Shares at the Completion Date exclusive of any interest and the costs and
expenses of making those Claims. 9.3 The Vendors cannot make any Claim: (a) for less than $20,000; and (b) unless and until the aggregate amount of all Claims that are
otherwise permitted by this Agreement (not counting any such Claim for less than
$20,000) exceeds $20,000, then the Vendors may claim only the aggregate amount
of all such  Claims of not less than $20,000. 9.4 A party is not liable to the other for any Claim unless: (a) the other party has given written notice to the party setting out
full details of the Claim and the matters giving rise to that Claim within one
year after Completion; and (b) the Claim was agreed, compromised or settled or the other party
has issued and served legal proceedings against the party in respect of the
Claim within 24 months of giving notice of the Claim. _________________________________________________________________________________ 10. RESIGNATION OF OFFICERS  The Vendors must
procure that at the meeting referred to in clause 6.3 (but with effect from the
end of Completion) the directors and secretary of the Company or those of them
as the Purchaser requires resign by notice in writing any office of director or
secretary or other office of the Company held by them disclaiming any right to
compensation, damages or otherwise. _________________________________________________________________________________  11. GUARANTEE  11.1 In consideration of the payment by the Purchaser to Buffalo Gold
of $10 which Buffalo Gold declares is adequate and satisfactory, Buffalo Gold
unconditionally and irrevocably guarantees to the Purchaser the due and punctual
performance by the Vendors of their obligations under this Agreement, including
the truth and accuracy of the Vendor Warranties. 11.2 Buffalo Gold waives any right it has of first requiring the
Purchaser to commence proceedings or enforce any other right against the Vendors
or any other person before claiming under this guarantee.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
139 ______________________________________________________________________________________________________     11.3 This guarantee is a continuing guarantee which is not discharged
by any one payment and it does not merge on Completion. 11.4 Buffalo Golds liability under this guarantee as guarantor and the
rights of the Purchaser under this guarantee are not affected by anything which
might otherwise affect them at law or in equity, including, but not limited to,
one or more of the following: (a) the Purchaser granting time or other indulgence to, compounding or
comprising with, or releasing in any way the Vendors; (b) acquiescence, delay, acts, omissions or mistakes on the part of
the Purchaser; (c) any novation of a right of the Vendors; (d) any variation of this Agreement or any agreement entered into in
performance of this Agreement; and (e) the invalidity or unenforceability of an obligation or liability
of a person other than Buffalo Gold. 11.5 If a claim that a payment to the Purchaser in connection with this
Agreement is void or voidable (including, but not limited to a claim under laws
relating to liquidation, insolvency or protection of creditors) is upheld,
conceded or compromised then the Purchaser is entitled immediately as against
Buffalo Gold to the rights to which it would have been entitled under this
guarantee if the payment had not occurred. 11.6 Buffalo Gold agrees to pay or reimburse the Purchaser on demand
for all reasonable costs, charges and expenses in making, enforcing or doing
anything in connection with this guarantee. _________________________________________________________________________________  12. DEFAULT 12.1 If the Purchaser shall default: (a) in
the issue of the Consideration Shares; (b) in
the grant of the options referred to in clause 5.1(b); or (c) in
the due observance or performance before or at Completion of any obligation of
the Purchaser under this Agreement, and such default shall continue for 14 days after the receipt of
notice in writing from the Vendors to remedy the default, the Vendors may,
without further notice to the Purchaser and without prejudice to any other
rights at law or in equity rescind this Agreement.  Subject to the monetary
limits referred to in clause 9.3, the Purchaser hereby indemnifies the Vendors
against any loss or damage (excluding consequential, indirect, incidental and
special loss and damage) which the Vendors sustain as a result of the
Purchasers default. 12.2 If
the Vendors shall default before or at Completion in the due observance or
performance of any of the Vendors obligations under this Agreement and such
default shall continue for 14 days after receipt of notice in writing from the
Purchaser to remedy the default, the Purchaser may, without further notice to
the Vendors and without prejudice to any other rights at law or in equity,
rescind this Agreement.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
140 ______________________________________________________________________________________________________    Subject to the monetary limits referred to in clauses 9.1 and 9.2,
the Vendors hereby indemnify the Purchaser against any loss or damage (excluding
consequential, indirect, incidental and special loss and damage) which the
Purchaser sustains as a result of the Vendors default. _________________________________________________________________________________ 13. APPOINTMENT OF DIRECTORS At Completion the
Purchaser must cause the Board to appoint each of Damien Edward Reynolds and
Mark Anthony Dugmore (subject to them delivering to the Board duly executed
consents to act) as directors pursuant to clause 7.1 of the Constitution of the
Purchaser. _________________________________________________________________________________ 14. CHANGE OF NAME The Purchaser
will consider changing its name to Bondi Uranium Limited.  If the
Purchaser decides to change its name and if that requires the approval of the
shareholders of the Purchaser, Buffalo Gold must vote in favour of the
resolution. _________________________________________________________________________________  15. GOODS AND SERVICES TAX 15.1 The terms used in thisclause have the same meanings as
those terms and phrases in the GST Act. 15.2 The amount payable for any taxable supply made under or in
accordance with this Agreement is exclusive of GST. 15.3 The amount payable for any taxable supply made under or in
accordance with this Agreement shall be increased by the rate of GST, if any,
imposed by law. 15.4 A
party making a taxable supply under or in accordance with this Agreement must
give to the party receiving the taxable supply a tax invoice.  The tax
invoice must be given at the same time payment is received or if that is not
practicable, within five Business Days of receiving payment.
_________________________________________________________________________________  16. NOTICES 16.1 A notice under this Agreement is deemed to have been given if it
is in writing and executed by the sender or its agent and is: (a) delivered or sent by pre-paid post to the address on page 1 of
this Agreement (or any other address notified to all parties in writing); (b) sent by facsimile transmission to the recipients last known
facsimile number; or (c) sent or delivered to the recipient in accordance with the
Corporations Act 2001 (Cth) or any other legislation. 16.2 A notice given in accordance with thisclause is deemed to
have been received: (a) if delivered or transmitted by facsimile:  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
141 ______________________________________________________________________________________________________     (i) on the day of transmission or delivery if the transmission or
delivery occurred before 5.00 pm on a Business Day; and (ii) otherwise, on the next Business Day; and (b) if sent by pre-paid post, on the third Business Day after
posting. _________________________________________________________________________________     17. ENTIRE AGREEMENT a. This
Agreement records the entire agreement between the parties as to its subject
matter.  Any prior negotiations, agreements, arrangements, representations
and understandings related to the subject matter of this Agreement are
superseded by this Agreement. _________________________________________________________________________________ b. 18. FURTHER ASSURANCES Each
party must take all steps, execute all such documents and do all such acts and
things as may be reasonably required by any other party to give effect to any of
the transactions contemplated by this Agreement. _________________________________________________________________________________  19. GOVERNING LAW This Agreement will be governed by and interpreted in accordance
with the laws for the time being in force in New South Wales and each party
submits to the non-exclusive jurisdiction of the Courts of or exercising
jurisdiction of that State.  _________________________________________________________________________________  20. WAIVER A
waiver by a party of a provision of this Agreement is binding on the party
granting the waiver only if it is given in writing and is signed by the party or
an authorised officer of the party granting the waiver.  Further, a waiver
is effective only in the specific instance and for the specific purpose for
which it is given.  The failure of a party to enforce at any time any of
the provisions of this Agreement or the granting of any time or other indulgence
will not be construed as a waiver of that provision or of the right of that
party to subsequently enforce that or any other provision. ______________________________________________________________________________  21. ASSIGNMENT  No
party may assign its right, title and interest in this Agreement to any person
without the prior written consent of the other party. _________________________________________________________________________________  22. COSTS 22.1 Each party must bear its own legal and other costs arising out of
the negotiation, preparation, execution and completion of this Agreement. 22.2 The
Purchaser must pay all stamp duty, transfer and registration fees (if any)
chargeable on this Agreement and on any instruments of transfer contemplated by
this Agreement. _________________________________________________________________________________   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
142 ______________________________________________________________________________________________________     23. SURVIVAL OF AGREEMENT The provisions of this
Agreement will not merge on Completion and will enure after the date of
Completion for the benefit of the parties. ______________________________________________________________________________  24. AMENDMENT This
Agreement may not be amended except by a further agreement duly executed by the
parties. _________________________________________________________________________________  25. SEVERANCE If
any provision of this Agreement is found to be invalid or unenforceable in
accordance with its terms, all other provisions which are self sustaining and
capable of separate enforcement without regard to the invalid or unenforceable
provisions will be and will continue to be valid and enforceable in accordance
with their terms. _________________________________________________________________________________  26. EXECUTION IN PARTS This
Agreement may be executed in any number of separate counterparts which, when
executed and exchanged (including exchange by facsimile transmission), will
together be deemed to constitute the one and the same instrument. _________________________________________________________________________________  27. MULTIPLE PARTIES If
a party to this Agreement is made up of more than one person, or a term is used
in this Agreement to refer to more than one party: 27.1 an obligation of those persons is joint and several; and 27.2 any
other reference to that party or term is a reference to each of those persons
separately so that (for example) a representation, warranty or undertaking is
given by each of them separately. _________________________________________________________________________________ EXECUTED
as an Agreement   EXECUTEDby CANON INVESTMENTS PTY LIMITEDwithout affixing a common seal
pursuant to section 127 of the Corporations Act 2001 (Cth)
)
)
)..Signature
of Director

..Name
of Director
..Signature
of *Director / *Secretary

..Name
of *Director / *Secretary(*Please
delete the inapplicable)   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
143 ______________________________________________________________________________________________________     EXECUTEDby GOLD FINANCE AND EXPLORATION PTY LIMITEDwithout affixing a
common seal pursuant to section 127 of the Corporations Act 2001
(Cth)
)
)
)
)..Signature
of Director

..Name
of Director
..Signature
of *Director / *Secretary

..Name
of *Director / *Secretary(*Please
delete the inapplicable)    EXECUTEDby GOLD FX PTY LIMITEDwithout affixing a common seal pursuant
to section 127 of the Corporations Act 2001 (Cth)
)
)
)..Signature
of Director

..Name
of Director
..Signature
of *Director / *Secretary

..Name
of *Director / *Secretary(*Please
delete the inapplicable)    EXECUTEDby BONDI MINING LIMITED without affixing a common seal
pursuant to section 127 of the Corporations Act 2001 (Cth)
)
)
)..Signature
of a Director

..Name
of Director
..Signature
of *Director / *Secretary

..Name
of *Director / *Secretary(*Please
delete the inapplicable)    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
144 ______________________________________________________________________________________________________     EXECUTEDby BUFFALO GOLD LIMITEDin accordance with its Constitutional
documents:
)
)..Signature
of Director

..Name
of Director
..Signature
of *Director / *Secretary

..Name
of *Director / *Secretary(*Please
delete the inapplicable and affix the common seal if the company has a
seal)     ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
145 ______________________________________________________________________________________________________    ANNEXURE A   Joint Venture Agreement dated 27
October 2006 with Platsearch NL and RobertsConsulting Pty Limited in respect of
the Dunmore and Tomingley Projects  Joint Venture Agreement dated 30
October 2006 with Platsearch NL and Paradigm Mexico Pty Limited in respect of
the Cymbric Vale Project  Consulting Agreement dated 14
November 2006 with Geeland Pty Limited  Deed of Access and Indemnity dated 7
November 2006 with Francis Creagh Henry OConnor  Deed of Access and Indemnity dated 7
November 2006 with Simon James Robson Taylor  Deed of Access and Indemnity dated 7
November 2006 with Simon Thomas OLoughlin                    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
146 ______________________________________________________________________________________________________    ANNEXURE B  Part 1  Tenement
ProjectEL
24694
MurphyEL
24841
MurphyEPM
15422
North
MaureenEPM
15424
North
MaureenEPM
15425
North
MaureenEPM
15430
North
MaureenEPM
15431
North
MaureenEPM
15435
North
MaureenEPM
15437
North
Maureen  Part
2  Tenement
ProjectELA
25708
MurphyELA
25709
MurphyELA
25710
MurphyELA
26138
MurphyELA
26139
MurphyELA
26140
MurphyELA
24892
Lake
AmadeusELA
24893
Lake
AmadeusELA
24894
Lake
NealEPMA
15202
JuntalaEPMA
15427
North
MaureenEPMA
15434
North
MaureenEPMA
15436
North
Maureen    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
147 ______________________________________________________________________________________________________    ANNEXURE C   1. Corporate status 1.1 The Company was incorporated on 26 June 2007 under the provisions
of the Act. 1.2 The Constitution of the Company has not been varied other than as
disclosed in the records of the Australian Securities and Investments
Commission. 1.3 The Company has no subsidiaries and does not own and is not
entitled directly or indirectly to any interest in shares, securities
convertible into shares or any other interest in any other corporation. 1.4 Save for the Asset Sale Agreements, the Company is not a party to
any joint venture, consortium or partnership arrangement or agreement. 2. Solvency 2.1 The Company is not in liquidation nor liable to be wound up and no
meeting has been called or petition presented for the purpose of winding up the
Company. 2.2 No action has been taken or threatened to be taken to place the
Company into receivership and there are no writs of execution issued and
unsatisfied or partly unsatisfied against any of the property of the Company nor
has any sequestration order been made or writ of execution issued against the
Company or any of its assets. 2.3 The Company is not under official management and no resolution has
been passed for the appointment of an official manager of the Company pursuant
to the provisions of Part X of the Act. 2.4 The Company is not under voluntary administration nor has any
resolution been passed under Part 5.3A of the Act for the appointment of an
administrator under that Part. 3. Share capital 3.1 The issued share capital of the Company is as set out in the
Background and the Shares together comprise the whole of the issued share
capital of the Company. 3.2 No person has been given any right or any option in or in respect
of any of the unissued shares of the Company whether by reason of any conversion
right (actual or contingent) or under any option or other agreement and the
Company is not under any actual, prospective or contingent obligation to issue
or allot any share. 3.3 Each of the Shares has been duly issued and allotted and is fully
paid and the Vendors are the absolute legal and beneficial owners of the Shares
and have full right and power to sell and transfer the Shares to the Purchaser
or its nominee. 3.4 The Shares will be sold free from all mortgages, liens, charges,
encumbrances, adverse claims or interests of any nature. 3.5 The Vendors have not entered into any agreement as to the exercise
or variation of rights attaching to the Shares.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
148 ______________________________________________________________________________________________________     3.6 The register of members of the Company contains a complete and
accurate record of the members of the Company and the Company has not received
any notice of an application or intended application for rectification. 4. Financial position 4.1 The accounting books and records and financial statements of the
Company are complete and correct in all material respects and have been made up
in accordance with the requirements of the Act and other applicable statutes and
regulations and in accordance with generally accepted accounting principles and
standards consistently applied. 4.2 Since the incorporation of the Company there has been no material
adverse change in the financial or commercial position of the Company. 5. Taxation 5.1 Any Tax arising under any Tax Law payable by any of: (a) the Company; (b) the Head Company of the Consolidated Group of which the Company is
a member; or (c) any other member of that Consolidated Group, in
respect of any transaction, income or asset of any of the Company, the Head
Company of the Consolidated Group of which the Company is a member or any other
member of that Consolidated Group has been paid. 5.2 Adequate provision has been made in the accounts for any amounts
which the Vendors are, or the Company is, aware is payable or may become payable
by the Company: (a) directly to the Federal Commissioner of Taxation or other
Government Agency responsible for the collection of that Tax; or (b) to any member of the Consolidated Group of which the Company is a
member pursuant to: (i) an agreement between the Company and any other member of that
Consolidated Group which obliges the Company to contribute any amount towards
the Tax liability of that Consolidated Group; or (ii) any tax sharing agreement (as that term is used in Division 721 of
the Income Tax Assessment Act 1997 (Cth)), in
respect of any Tax on the Company, the Head Company or any other member of that
Consolidated Group, but which is unpaid. 5.3 Any obligation under any Tax Law to withhold amounts at source
including but not limited to withholding tax, PAYG tax, Prescribed Payments
System tax and royalties has been complied with. 5.4 No company which is or was at any stage a member of the same
wholly-owned group as the Company (Group Company) has sought capital
gains tax relief under Subdivision 126-B of the Income Tax Assessment Act
1997 (Cth) with respect to any asset acquired by any Group Company and which
is still owned by any Group Company at Completion.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
149 ______________________________________________________________________________________________________    5.5 No asset of the Company has been subject to a claim for capital
gains tax roll-over relief under the Income Tax Assessment Act 1936 (Cth)
or the Income Tax Assessment Act 1997 (Cth). 5.6 Any Duty payable in respect of any Tax Law in relation to any
transaction or agreement or other instrument to which the Company is or has been
a party, or by which the Company derives, or has derived a substantial benefit
or in respect of which the Company is liable under applicable legislation, has
been paid and all documents relating to that transaction, agreement or other
instrument have been adjudged duly stamped by the relevant Government Agency. 5.7 The Company has maintained proper and adequate records to enable
it to comply with its obligations to: (a) prepare and submit any information, documents, notices,
computations, returns and payments required in respect of any Tax Law; (b) prepare any accounts necessary for the compliance of any Tax Law;
and (c) retain necessary records as required by any Tax Law. 5.8 The Company has submitted any necessary information, notices,
computations and returns to the relevant Government Agency in respect of any Tax
or any Duty relating to the Company. 5.9 Any information, notice, computation and return which has been
submitted by the Company, the Head Company of the Consolidated Group of which
the Company is a member or any other member of that Consolidated Group to a
Government Agency in respect of any Tax or Duty: (a) discloses all material facts that should be disclosed under any
Tax Law; (b) is not misleading; and (c) has been submitted on time. 5.10 All copies of any information, notice, computation or return
submitted by the Company, the Head Company of the Consolidated Group of which
the Company is a member or any other member of that Consolidated Group in
respect of any Tax or Duty which have been supplied by the Vendors or their
advisers are true and complete copies of the originals. 5.11 The office of public officer as required under any Tax Law has
always been occupied. 5.12 The Company is not aware of any pending or threatened Tax or Duty
audit of the Company, the Head Company of the Consolidated Group of which the
Company is a member or any other member of that Consolidated Group. 5.13 There are no disputes between the Company, the Head Company of the
Consolidated Group of which the Company is a member or any other member of that
Consolidated Group on the one hand and any Government Agency on the other hand
in respect of any Tax or Duty. 5.14 No event has occurred which has prevented or could prevent the
Company obtaining the benefit of any future benefits arising from any tax
related amounts receivable by the Company from any other member of the
Consolidated Group of which the Company is a member, or payable to any other
member of that Consolidated Group by the Company, provided for in the
Accounts.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
150 ______________________________________________________________________________________________________    5.15 None of the Company, the Head Company of the Consolidated Group of
which the Company is a member or any other member of that Consolidated Group
have entered into or been a party to any transaction which contravenes the
anti-avoidance provisions of any Tax Law. 5.16 None of the Company, the Head Company of the Consolidated Group of
which the Company is a member or any other member of that Consolidated Group
have taken any action which has or might alter or prejudice any arrangement,
agreement or tax ruling which has previously been negotiated with or obtained
from the relevant Government Agency under any Tax Law. 5.17 The Company is not and will not become liable to pay, reimburse or
indemnify any person in respect of any Tax or Duty relating to any act or
omission occurring before Completion because of the failure of any other person
to discharge that Tax or Duty including, without limitation, the Head Company of
the Consolidated Group of which the Company is a member or any other member of
that Consolidated Group. 5.18 Since the Last Accounting Date, none of the Company, the Head
Company of the Consolidated Group of which the Company is a member or any other
member of that Consolidated Group have: (a) made or incurred or committed to make or incur any personal
payments or personal expenditure which will not be wholly deductible in
computing its taxable income, other than expenditure on assets other than stock
in trade; (b) disposed of any asset or supplied any service or business facility
(including a loan of money or the letting, hiring or licensing of any property)
to an entity that is outside the Consolidated Group in circumstances where the
consideration actually received or receivable for the disposal or supply is less
than the consideration regarded as received for Tax purposes; (c) acquired any asset or received any service or business facility
from an entity outside of the Consolidated Group in circumstances where the
consideration actually paid for the acquisition or receipt is more than the
consideration which could be regarded as paid for Tax purposes; and (d) entered into or been a party to any transaction with an entity
outside of the Consolidated Group which will or could give rise to any capital
gain accruing to the Company under any Tax Law. Since
the Last Accounting Date, no event has occurred which gives rise to a Tax
liability in respect of the Company on deemed (as opposed to actual) income,
profits or gains or which results in the Company becoming liable to pay or bear
a Tax liability directly or primarily chargeable against or attributable to
another person. 5.19 All information necessary for the calculation of any Tax
liabilities of the Company: (a) up to the Execution Date has been disclosed to the Purchaser
before the date of this Agreement; and (b) between the date referred to in paragraph 5.19(a) and the
Completion Date, has been or will be disclosed to the Purchaser before the
Completion Date.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
151 ______________________________________________________________________________________________________    5.20 None of the Company, the Head Company of the Consolidated Group of
which the Company is a member or any other member of that Consolidated Group
have entered into any contract, arrangement or understanding and is not under
any obligation to enter into any contract, arrangement or understanding in
respect of which Division 45 or Division 243 of the Income Tax Assessment Act
1997 (Cth) applies or would apply to include an amount in the assessable
income of the Company. 5.21 The Company has not, other than as set out in its income tax
returns, made any loans or any payments to any persons which could give rise to
a deemed dividend under Division 7 or Division 7A (or both) of Part III of the
Income Tax Assessment Act 1936 (Cth). 5.22 If the Company is a party to a tax sharing agreement (as that term
is used in Division 721 of the Income Tax Assessment Act 1997 (Cth)): (a) that tax sharing agreement has at all times complied with any
applicable requirements (if any) set out in the Tax Law and is at the time of
Completion, and will thereafter continue to be, valid for the purposes of the
Tax Law; (b) without limiting the foregoing, the contribution amounts for each
party to that tax sharing agreement represented, represents and will continue to
represent a reasonable allocation of the total amount of the group liability
among the Head Company of the Consolidated Group of which the Company is a
member and any other party to that tax sharing agreement; (c) following Completion, the Company will have left the Consolidated
Group of which it is a member clear of the group liability (within the meaning
of section 721-35 of the Income Tax Assessment Act 1997 (Cth)); (d) the tax sharing agreement was not entered into as part of an
arrangement the purpose, or one of the purposes, of which was to prejudice the
recovery by the Federal Commissioner of Taxation of some or all of the amount of
the group liability or liabilities of that kind; (e) the Head Company of the Consolidated Group of which the Company is
a member has provided, and will in the future provide, a copy of that tax
sharing agreement to the Federal Commissioner of Taxation within 14 days of
being required to do so; and (f) the Company will not become liable to pay any amount pursuant to
that tax sharing agreement after Completion. 5.23 If there is any agreement between the Company and any other member
of the Consolidated Group of which the Company is a member which requires the
Company to contribute any amount towards the Tax liability of that Consolidated
Group: (a) at Completion, the Company will have paid all amounts payable by
the Company under that agreement; and (b) the Company will not become liable to pay any amount pursuant to
that agreement after Completion. 5.24 The tax costs of assets of the Company are as set out in the
Accounts and will not be affected by anything done by any member of the
Consolidated Group of which the Company is a member.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
152 ______________________________________________________________________________________________________    5.25 There is no contract, agreement or arrangement requiring the
Company to supply anything where the consideration for the supply does not
include GST which does not contain a provision enabling the Company as supplier
to recover from the other party to the contract, agreement or arrangement the
amount of GST payable on the supply. 5.26 There is no contract, agreement or arrangement requiring the
Company to pay any GST on a supply which does not contain a provision enabling
the Company as recipient to require the other party to the contract, agreement
or arrangement to provide to the Company a tax invoice for any GST on that
supply. 6. Employees 6.1 The Company has no employees. 6.2 The Company has not agreed to pay any officer or employee of the
Company any remuneration or other emoluments or benefits in excess of their
present rate of remuneration. 6.3 The Company is under no obligation and no obligation will arise at
any time in the future to pay any pension, retiring allowance or retiring
benefit or similar sum to or in respect of any of its existing officers or
employees or any of its ex-officers or ex-employees or for dependants of any of
those persons except as required by mandatory operation of law. 6.4 The Company has not entered into, agreed to or undertaken any life
or disability insurance scheme or share incentive scheme, share option scheme
bonus or profit-sharing scheme for the benefit of the officers or employees of
the Company. 6.5 No service agreement or contract exists between the Company and
any present or past officer or employee of the Company other than for engagement
on a weekly basis and terminable by the Company without payment of
compensation. 6.6 The Company has not entered into, agreed to or undertaken any
agreement or arrangement with any trade union or any other body representing
employees of the Company outside the guidelines of the appropriate industrial
tribunal.  7. Licences, franchises, business names, trade marks, patents and
other rights The Company holds
all necessary licences, permits, consents, approvals or authorities for its
business and use of premises and in respect of the sale, distribution and
exploitation of the intellectual property rights, all of which are specified in
annexure E, and such licences, permits, consents, approvals or authorities are
valid, in full force and effect in all respects and are in good standing and all
fees and royalties due in respect thereof have been paid and all conditions
relating thereto have been duly complied with and all duties and taxes arising
by reason of the use or purported use thereof have been paid and no notice of
breach or termination thereof has been given or has been or is threatened and no
circumstances have arisen or are in existence to the knowledge of the Vendors
which would with the giving of notice or lapse of time or both entitle any
competent authority to call and to question, suspend, cancel or terminate the
same nor are there any circumstances to indicate that equivalent licences,
permits, consents, approvals or authorisations would not be granted to the
Company following settlement on no less favourable terms than exist at
settlement.  8. Insurance 8.1 Up to and including the Completion Date all risks usually insured
against according to sound commercial practice by companies or persons carrying
on activities similar to the Companys are fully insured against in amounts
representing the present full replacement or re-instatement values or market
values and in the name of and for the benefit of the Company absolutely.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
153 ______________________________________________________________________________________________________    8.2 Nothing has been done or omitted or suffered to be done or omitted
by the Vendors or the Company which has rendered or might render void or
voidable any policy of insurance to which the Company is a party and there are
no circumstances known to the Vendors giving rise to voidability and the Company
has complied with all conditions attached to such policies. 8.3 The Vendors have not done or permitted to be done any act or
omission whereby any insurance policy for the benefit of the Company may lapse
to become prejudiced, void or voidable or whereby any premiums payable in
respect thereof may be increased and the Vendors shall immediately notify the
Purchaser of any and all circumstances which are required to be notified under
the provisions of any such insurance policy. 9. Contractual relations 9.1 The Company has not granted any power of attorney except
incidentally to the giving of and for the purposes only of enforcement of any
security. 9.2 The Company is not party to any agreement or arrangement
restricting the freedom of the Company to provide and obtain goods and services
by such means as it may in its absolute discretion deem fit. 9.3 There is no material contract, agreement, deed, understanding,
acknowledgment, liability or obligation of any kind whether actual or contingent
incurred or entered into or agreed to be incurred or entered into by the Company
in any case involving an aggregate payment to be made by or to the Company of
more than $5,000 or extending beyond one calendar year from the date of this
Agreement. 9.4 Every contract, agreement, instrument or other commitment to which
the Company is a party or by which the Company is bound is valid and binding
according to its terms and no party with which the Company has entered into any
contract is in material default under the contract and there is no circumstance
known to the Vendors likely to give rise to such a default. 9.5 No contract, lease, licence or other right held by the Company
contains any provision entitling the contractor, lessor, licensor or grantor to
terminate or vary the contract, lease, licence or right on a change in the
ownership, management or control of the Company or on the Vendors entering into
the transactions contemplated by this Agreement. 10. Legal obligations - legal proceedings 10.1 The Company has fully complied with the Act and all other
applicable legal requirements and all orders, awards and requirements of any
competent authority in relation to the affairs of the Company and the Company
itself or by its officers has not done or omitted to do any act whereby the
Company may become liable for costs, damages, expenses or any fine or
penalty. 10.2 Otherwise than as plaintiff in the collection of debts arising in
the ordinary course of business (not exceeding $1,000 individually or $10,000 in
aggregate) the Company is not as plaintiff, defendant or otherwise engaged or
concerned in any litigation, review, appeal, arbitration, prosecution or other
legal proceedings and having made all reasonable enquiries the Vendors are
unaware of any circumstance likely to cause the Company to become involved in
any litigation, review, appeal, arbitration, prosecution or other legal
proceedings. 10.3 The Company has not acted or engaged in any transaction otherwise
than within the powers and in accordance with the provisions of the Constitution
of the Company.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
154 ______________________________________________________________________________________________________    11 Corporate records 11.1 The register of members, register of directors, principal
executive officers and secretaries, register of directors shareholdings and
register of charges and all other statutory records required by law to be kept
by the Company have been properly kept and all resolutions of members of the
Company and of directors of the Company have been entered in the relevant minute
books. 11.2 All forms, returns, particulars, resolutions and other documents
required to be lodged by the Company with the Australian Securities and
Investments Commission have been duly lodged. 11.3 The Company does not have any of its records, systems, controls,
dates or information recorded, stored, maintained, operated or otherwise
dependent on or held by any means (including any electronic, mechanical or
photographic process whether computerised or not) which (including all means of
access) are not in the exclusive possession and under the direct control of the
Company. 12. Material information 12.1 All information concerning the Company and its assets and business
material for disclosure to an intending purchaser of the issued share capital of
the Company has been disclosed in writing to the Purchaser. 12.2 The Vendors are not aware of any fact or circumstance which might
reasonably be expected to affect in any material adverse way the financial
position, operations, aspects, profitability or prospects of the Company or the
business of the Company or the Shares other than those expressly disclosed in
writing to the Purchaser or affecting as a whole the industry in which the
Company participates. 13. Obligations pending completion 13.1 As from the date of this Agreement pending Completion the business
of the Company will be conducted in a normal and proper manner so as to maintain
its value and efficiency as a going concern and to preserve the business
organisation intact and to keep available the services of employees and the
goodwill of suppliers, customers and others having business relations with the
Company. 13.2 The Company will not pending Completion enter into any material
contract, agreement, deed, arrangement, undertaking, liability, commitment or
obligation nor sell, transfer, gift, dispose of or part with possession of or
acquire any plant, equipment, property or asset of a material or capital nature
or incur any liability actual or contingent in excess of $10,000 in aggregate
except in the normal course of business without first obtaining the consent in
writing of the Purchaser. 14. General 14.1 All information which has been given by the Vendors and the
Company or the auditors or officers of the Company to the Purchaser or its
solicitors in the course of the negotiations leading to this Agreement is true
and accurate in all respects. 14.2 The Vendors have and on Completion will have full right and power
to transfer the Shares to the Purchaser or its nominee. 14.3 On Completion, the Shares will comprise all of the Vendors shares
in the Company which at that time are issued. 14.4 Prior to Completion the Company will not execute or give or agree
to execute or give any mortgage, charge, lien or other encumbrance over any of
its assets. 14.5 Prior to Completion the Company will not sell, transfer or
otherwise dispose of or agree to sell, transfer or otherwise dispose of any of
its assets.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
155 ______________________________________________________________________________________________________    14.6 Prior to Completion the Company will not enter into any onerous or
long term contract or commitment or incur any contingent liability without the
prior consent in writing of the Purchaser. 14.7 As at Completion no dividend declared by the Company will remain
unpaid. 14.8 Prior to Completion no meeting of the members of the Company will
be held without the consent in writing of the Purchaser. 14.9 All information before or after the date of this Agreement given
in writing by any of the Vendors, their directors, officers, employees, agents
and consultants to the Purchaser and to any director, officer, employee, agent
or consultant of the Purchaser, with respect to the Company and all matters of
and incidental to the Company is and will at Completion be true and accurate in
all respects and none of such information is or will at Completion be misleading
in any particular, whether by inclusion of misleading information or omission of
information or both. 14.10 All information which the Vendors before or after the date of this
Agreement believe is material or could reasonably be expected to know is
material to the Purchasers decision to enter into this Agreement has been and
will be fully and specifically disclosed to the Purchaser in writing in a timely
manner. 14.11 All representations and warranties contained or implied in this
Agreement and made by the Vendors shall be true and correct in every material
respect as at Completion. 15. Mining tenements 15.1 The Company is the sole owner of the Mining Tenements which are
ELs and EPMs and entitled pursuant to the Asset Sale Agreements to the benefit
of the Mining Tenements which are ELAs and EPMAs. 15.2 The Mining Tenements which are granted are in good standing and
are not liable to cancellation or forfeiture for any reason. 15.3 All relevant laws have been complied with insofar as they apply to
the Mining Tenements. 15.4 All expenditure conditions (up to and including the current year)
in respect of the Mining Tenements have been complied with. 15.5 All rents, rates, taxes, charges and other assessments charged or
chargeable against the Mining Tenements or any part thereof have been or as at
the Completion Date will be paid. 15.6 The Company  has not breached nor is it in breach of any of
its obligations under the Mt Hogan Concurrent Rights Deed.           ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
156 ______________________________________________________________________________________________________    ANNEXURE D The options held by the optionholder
are exercisable in whole or in part at any time during the period of two years
from [insert Completion Date] (Exercise Period).  Options not
exercised before the expiry of the Exercise Period will lapse.  Options are exercisable by notice in
writing to the Board delivered to the registered office of the Purchaser and
payment of the exercise price of $0.60 per option in cleared funds.  The Purchaser will not apply for
official quotation on ASX of the options.  The Purchaser will make
application for official quotation on ASX of new shares allotted on exercise of
the options.  Those shares will participate equally in all respects with
existing issued ordinary shares, and in particular new shares allotted on
exercise of the options will qualify for dividends declared after the date of
their allotment.  Options can only be transferred with
Board approval, except that if at any time before expiry of the Exercise Period
the optionholder dies, the legal personal representative of the deceased
optionholder may:  - elect
to be registered as the new holder of the options, - whether or not he
becomes so registered, exercise those options in accordance with the terms and
conditions on which they were granted, and - if the deceased
has already exercised options, pay the exercise price in respect of those
options.  An optionholder may only participate
in new issues of securities to holders of ordinary shares in the Purchaser if
the option has been exercised and shares allotted in respect of the option
before the record date for determining entitlements to the issue.  The
Purchaser must give prior notice to the optionholder of any new issue before the
record date for determining entitlements to the issue in accordance with the ASX
Listing Rules.  If there is a bonus issue to the
holders of ordinary shares in the capital of the Purchaser, the number of
ordinary shares over which the option is exercisable will be increased by the
number of ordinary shares which the holder of the option would have received if
the option had been exercised before the record date for the bonus issue.  If the Purchaser makes a rights issue
(other than a bonus issue), the exercise price of options on issue will be
reduced according to the following formula:  A = O  E [P
 (S + D)]  (N + 1) Where: A = the new exercise
price of the option; O = the old exercise
price of the option; E = the number of
underlying ordinary shares into which one option is exercisable; P = the average
closing sale price per ordinary share (weighted by reference to volume) recorded
on the stockmarket of ASX during the five trading days immediately preceding the
ex rights date or ex entitlements date (excluding special crossings and
overnight sales and exchange traded option exercises); S = the subscription
price for a security under the pro rata issue; D = the dividend due
but not yet paid on existing underlying securities (except those to be issued
under the pro rata issue); and N = the number of
securities with rights or entitlements that must be held to receive a right to
one new security.  If, during the currency of the
options the issued capital of the Purchaser is reorganised, those options will
be reorganised to the extent necessary to comply with ASX Listing Rules.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
157 ______________________________________________________________________________________________________    ANNEXURE E    Tenement
ProjectEL
24694
MurphyEL
24841
MurphyEPM
15422
North
MaureenEPM
15424
North
MaureenEPM
15425
North
MaureenEPM
15430
North
MaureenEPM
15431
North
MaureenEPM
15435
North
MaureenEPM
15437
North
Maureen            ______________________________________________________________________      ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
158 ______________________________________________________________________________________________________    EXHIBIT 4.AO:
    LOAN AGREEMENT BUFFALO AND KYOTO PLANET GROUP INC. DATED
NOVEMBER 6, 2007 ____________________________________________________________________________  LOAN
AGREEMENT   THIS AGREEMENT dated for reference
November 6, 2007 is between:  KYOTO
PLANET GROUP INC., a British Columbia company, having an office at Suite
2400-1111 West Georgia Street, Vancouver, B.C., V6E 4M3  (the Lender) AND:  BUFFALO
GOLD LTD.,a Alberta company, having an office at Suite 2400-1111 West
Georgia Street, Vancouver, B.C., V6E 4M3   (the Borrower)  BACKGROUND  A. The
Lender has agreed to lend to the Borrower and the Borrower has agreed to borrow
from the Lender the principal amount of Cdn.$150,000 (the "Loan"), on the terms
and subject to the conditions of this Agreement.  AGREEMENTS  For good and valuable consideration,
the receipt and sufficiency of which each party acknowledges, the parties agree
as follows:  1. Definitions.In this
Agreement "Business Day" means a day which is not a Saturday, Sunday or a
statutory holiday in British Columbia.  2. Loan Advance.Upon the
signing of this Agreement, the Lender will advance the principal amount of the
Loan to the Borrower or as the Borrower may direct.  3. Term and Prepayment.  (a) Any outstanding
balance of the Loan, including principal, accrued interest, bonus and other
costs or charges payable hereunder (collectively the "Outstanding Balance"),
will be immediately due and payable by the Borrower to the Lender on the earlier
of:  (i) Upon
the demand of the Lender; or  (ii) the
occurrence of an Event of Default, as defined in paragraph 9 hereof.  (b) If after the
advance of the Loan and prior to payment in full of the Outstanding Balance, the
Borrower sells or otherwise disposes of any assets or closes one or more equity
or debt financings, the Borrower will pay or cause to be paid all proceeds from
such sale, or disposition or financing, net of reasonable selling or financing
costs, up to the full amount of the Outstanding Balance, to the Lender within
three (3) Business Days of receipt of the same, to be applied on
account of the Loan. All payments made hereunder will be applied on account of
the Loan, first to interest and any other costs or charges then owing, then to
principal.  (c) The Borrower may
repay the Loan at any time before maturity, without notice or penalty.  4. Interest.Interest will
accrue on the Outstanding Balance from the Deposit Date at the rate of eight
percent (8%) per annum, compounded annually, and be payable by the Borrower to
the Lender monthly on the last Business Day of every month, commencing on
November 30, 2007, as well as after maturity, default and judgment.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
159 ______________________________________________________________________________________________________    5. Security.As security for
the Loan the Borrower will execute and deliver to the Lender a promissory note,
in the form attached hereto as Schedule "A" (the "Note").  6. Representations and Warranties.The Borrower represents and warrants to the Lender as follows:  (a) the Borrower is a
company incorporated under the Business Corporations Act(B.C.), has not
discontinued or been dissolved under that Act and is in good standing with
respect to the filing of annual reports with the Registrar of Companies office;  (b) the Borrower has
the power and authority to carry on its businesses as now being conducted, to
acquire, own, hold, lease and mortgage or grant security in its assets including
real property and personal property, and to enter into and perform its
obligations under this Agreement and the Note and all other documents or
instruments delivered hereunder or thereunder;  (c) this Agreement,
the Note, and all ancillary instruments or documents issued, executed and
delivered hereunder or thereunder by the Borrower have been duly authorized by
all necessary action of the Borrower and each constitutes or will constitute a
legal, valid and binding obligation of the Borrower enforceable against it in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the rights and
remedies of creditors and to the general principles of equity;  (d) the Borrower is
not in breach of or in default under any obligation in respect of borrowed money
and the execution and delivery of this Agreement, the Note and all ancillary
instruments or documents issued and delivered hereunder or thereunder, and the
performance of the terms hereof and thereof will not be, or result in, a
violation or breach of, or default under the Borrowers constating documents,
any law, any judgment, agreement or instrument to which it is a party or may be
bound;  (e) no litigation or
administrative proceedings before any court or governmental authority are
presently ongoing, or have been threatened in writing, or to the best of the
Borrower's knowledge are pending, against the Borrower or any of its assets or
affecting any of its assets which could have a material adverse effect on its
business or assets;  (f) the audited
annual financial statements for Borrower for the fiscal year ended December 31,
2006 (, the "Financial Statements"), fairly present the financial affairs of
Borrower as of the date to which they are made, and have been prepared in
accordance with Canadian generally accepted accounting principles consistently
applied;  (g) the Borrower is
in compliance, in all material respects, with its continuous disclosure
obligations under applicable securities laws and, without limiting the
generality of the foregoing, there has been no adverse material change (actual,
contemplated or threatened) in the property, assets or business of the Borrower
since the date of release of the Financial Statements, other than as publicly
disclosed in writing by the Borrower in accordance with applicable securities
laws prior to the date of this Agreement;  (h) the Borrower is a
reporting issuer under the Securities Actsof British Columbia, Alberta,
Saskatchewan and Ontario and is in compliance with its material obligations
under those Acts and under the rules, regulations and policies of the Exchange
and will use its best efforts to maintain such status, without default, from the
date hereof until repayment in full of the Loan to the Lender; and  (i) except as
disclosed to the Lender in writing prior to the date of this Agreement, the
Borrower owns its business, operations and assets, and holds good title thereto,
free and clear of all liens, claims or encumbrances whatsoever, other than those
in favour of the Lender.  7. Positive Covenants of the
Borrower.The Borrower covenants and agrees that so long as any monies will
be outstanding under this Agreement, it will:  (a) at
all times maintain its corporate existence and the corporate existence of all
other corporations owned or controlled by it that own assets material to the
Borrower's business;  (b) duly
perform its obligations under this Agreement, the Note and all other agreements
and instruments executed and delivered hereunder or thereunder;   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
160 ______________________________________________________________________________________________________    (c) carry on and
conduct its business in a proper business-like manner in accordance with good
business practice and will keep or cause to be kept proper books of account in
accordance with generally accepted accounting principles;  (d) provide the
Lender with written notice of any proposed financing made by or to the Borrower;  (e) furnish and give
to the Lender (if such is the case) notice that there has occurred and is
continuing an Event of Default under this Agreement or any event which would
constitute an Event of Default hereunder and specifying the same; and  (f) perform and
do all such acts and things as are necessary to perfect and maintain the
security provided to the Lender pursuant to this Agreement.  8. Negative Covenants of the
Borrower.The Borrower covenants and agrees with the Lender that the
Borrower will not without first obtaining the written consent of the Lender:  (a) make, give,
create or permit or attempt to make, give or create any mortgage, charge, lien
or encumbrance that ranks equal to or in priority to the security interest of
the Lender over the assets of the Borrower;  (b) allot and issue
any new shares of any subsidiary corporation;  (c) declare or
provide for any dividends or other payments based on share capital;  (d) redeem or
purchase any of its shares;  (e) directly or
through any subsidiary, make any sale of or dispose of any substantial or
material part of its business, assets or undertaking, including its interest in
the shares or assets of any subsidiary outside of the ordinary course of
business;  (f) pay out any
shareholders loans or other indebtedness to non-arms length parties; or  (g) guarantee the
obligations of any other person, directly or indirectly.  9. Events of Default.Each and
every of the events set forth in this paragraph will be an event of default
("Event of Default"):  (a) if the Borrower
fails to make any payment of principal or interest when due hereunder, and such
failure continues for two (2) Business Days;  (b) if the Borrower
defaults in observing or performing any material term, covenant or condition of
this Agreement or any other collateral document delivered hereunder or in
connection with the Loan, other than the payment of monies as provided for in
subparagraph (a) hereof, on its part to be observed or performed and such
failure continues for five (5) Business Days;  (c) if the Borrower
is in default of prescribed filings with applicable securities regulatory
authorities, the stock exchange or market on which its shares trade
(collectively, the "Authorities"), or is subject to any suspension or cease
trade order issued by any such Authority;  (d) if any of the
Borrower's covenants or representations in this Agreement or any other
collateral document delivered hereunder or in connection with the Loan were at
the time given false or misleading in any material respect;  (e) if the Borrower
defaults, in any material respect, in observing or performing any term, covenant
or condition of any debt instrument or obligation by which it is bound, makes an
assignment for the benefit of its creditors, or admits in writing its inability
to pay its debts as they become due, or is adjudicated bankrupt or insolvent;  (f) if the Borrower
permits any sum which has been admitted as due by the Borrower, or is not
disputed to be due by it, and which forms or is capable of being made a charge
upon any of the assets or undertaking of the Borrower to remain unpaid or not
challenged for 30 days after proceedings have been taken to enforce the same;   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
161 ______________________________________________________________________________________________________    (g) if the Borrower,
either directly or indirectly through any material subsidiary, ceases or
threatens to cease to carry on business;  (h) if any order is
made or issued by a competent regulatory authority prohibiting the trading in
shares of the Borrower or if the Borrowers Common shares are suspended or
de-listed from trading on any stock exchange;  (i) if, in the
reasonable opinion of the Lender, a material adverse change occurs in the
financial condition of the Borrower;  (j) if the Lender in
good faith and on commercially reasonable grounds believes that the ability of
the Borrower to pay any of the Outstanding Balance to the Lender or to perform
any of the covenants contained in this Agreement or any other collateral
agreement or other document is impaired or any security granted by the Borrower
to the Lender is or isabout to be impaired or in jeopardy;  (k) if the Borrower
petitions or applies to any tribunal for the appointment of a trustee, receiver
or liquidator or commences any proceedings under any bankruptcy, insolvency,
readjustment of debt or liquidation law of any jurisdiction, whether now or
hereafter in effect; or  (l) if any petition
or application for appointment of a trustee, receiver or liquidator is filed, or
any proceedings under any bankruptcy, insolvency, readjustment of debt or
liquidation law are commenced, against the Borrower which is not opposed by the
Borrower in good faith, or an order, judgment or decree is entered appointing
any such trustee, receiver, or liquidator, or approving the petition in any such
proceeding.  10. Effect of Event of Default.If any one or more of the Events of Default occur or occurs and is or are
continuing, the Lender may without limitation in respect of any other rights it
may have in law or pursuant to this Agreement or any other document or
instrument delivered hereunder, demand immediate payment of all monies owing
hereunder.  11. Lenders Legal Fees.The
Borrower will pay for the Lenders reasonable legal fees and other costs,
charges and expenses (including due diligence expenses) of and incidental to the
preparation, execution and completion of this Agreement and the security
hereunder, and all costs and charges incurred by or on behalf of the Lender in
respect of any enforcement, realization or other administration of the Loan, as
may be required by the Lender to complete this transaction. All amounts
hereunder will be payable within 30 days of presentment of an invoice. If not
paid within that time, such amount will be added to and form part of the
principal amount of the Loan and shall accrue interest from such date as if it
had been advanced by the Lender to the Borrower hereunder.  12. Indemnity.The Borrower
agrees to indemnify and save harmless the Lender and each of its directors,
officers, employees and agents from and against all liabilities, claims, losses,
damages and reasonable costs and expenses in any way caused by or arising
directly or indirectly from or in consequence of the occurrence of any Event of
Default under this Agreement.  13. Notices.In this
Agreement:  (a) any notice or
communication required or permitted to be given under this Agreement will be in
writing and will be considered to have been given if delivered by hand,
transmitted by facsimile transmission or mailed by prepaid registered post to
the address or facsimile transmission number of each party set out below:  (i) if
to the Lender:  Kyoto Planet
Group Inc. Suite 2400-1111
West Georgia Street, Vancouver, B.C.,
V6E 4M3 Attention: Damien
Reynolds Fax No:
   (604) 697.0968  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
162 ______________________________________________________________________________________________________     (ii) if
to the Borrower:  Buffalo Gold
Ltd. Suite 2400-1111
West Georgia Street, Vancouver, B.C.,
V6E 4M3 Attention: Brian
McEwen Fax No:
  (604) 685.2536  or to such other
address or facsimile transmission number as any party may designate in the
manner set out above; and  (a) notice or communication will be considered to have been
received:  (i) if delivered by
hand during business hours on a Business Day, upon receipt by a responsible
representative of the receiver, and if not delivered during business hours, upon
the commencement of business on the next Business Day;  (ii) if sent by
facsimile transmission during business hours on a Business Day, upon the sender
receiving confirmation of the transmission, and if not transmitted during
business hours, upon the commencement of business on the next Business Day;
and  (iii) if mailed by
prepaid registered post upon the fifth Business Day following posting; except
that, in the case of a disruption or an impending or threatened disruption in
postal services every notice or communication will be delivered by hand or sent
by facsimile transmission.  14. Assignment.The Borrower
acknowledges and agrees that the Lender may assign all or part of the Loan, this
Agreement and all collateral agreements, documents or instruments delivered
hereunder to one or more assignees, subject only to the Lenders notification of
such assignment or assignments being given in writing to the Borrower.  15. Enurement.This Agreement
will enure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.  16. Waivers.No failure or
delay on the Lender's part in exercising any power or right hereunder will
operate as a waiver thereof.  17. Remedies are Cumulative.The Lender's rights and remedies hereunder are cumulative and not exclusive
of any rights or remedies at law or in equity.  18. Time.Time is of the
essence of this Agreement and all documents or instruments delivered
hereunder.  19. Criminal Code Compliance.In this paragraph the terms "interest", "criminal rate" and "credit
advanced" have the meanings ascribed to them in Section 347 of the Criminal Code
(Canada) as amended from time to time. The Borrower and the Lender agree that,
notwithstanding any agreement to the contrary, no interest on the Loan or the
credit advanced by the Lender under this Agreement will be payable in excess of
that permitted under the laws of Canada. If the effective rate of interest,
calculated in accordance with generally accepted actuarial practices and
principles, would exceed the criminal rate on the credit advanced, then:  (a) the elements of
return which fall within the term "interest" will be reduced to the extent
necessary to eliminate such excess;  (b) any remaining
excess that has been paid will be credited towards prepayment of the Loan; and  (c) any overpayment
that may remain after such crediting will be returned forthwith to the Borrower
upon demand, and, in the event of dispute, a Fellow of the Canadian Institute of
Actuaries appointed by the Lender will perform the relevant calculations and
determine the reductions, modifications and credits necessary to effect the
foregoing and the same will be conclusive and binding on the parties. This
Agreement, the Note and all related agreements and documents will automatically
be modified to reflect such modifications without the necessity of any further
act or deed of the Borrower and the Lender to give effect to them.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
163 ______________________________________________________________________________________________________     20. Invalidity.If at any time
any one or more of the provisions hereof is or becomes invalid, illegal or
unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby to the fullest extent possible by law.  21. Governing Laws.This
Agreement will be governed by and interpreted in accordance with the laws of the
Province of British Columbia and the laws of Canada applicable therein. The
Borrower and the Lender submit to the non-exclusive jurisdiction of the Courts
of the Province of British Columbia and agree to be bound by any suit, action or
proceeding commenced in such Courts and by any order or judgment resulting from
such suit, action or proceeding, but the foregoing will in no way limit the
right of the Lender to commence suits, actions or proceedings based on this
Agreement in any jurisdiction it may deem appropriate.  22. Amendment.This Agreement
may be varied or amended only by or pursuant to an agreement in writing signed
by the parties hereto.  23. Schedules.All Schedules
attached hereto will be deemed fully a part of this Agreement.  24. Currency.All references
herein to "dollars" or "$" are to Canadian dollars, unless otherwise
indicated.  25. Counterparts.This
Agreement may be signed in one or more counterparts, originally or by facsimile,
each such counterpart taken together will form one and the same agreement.  TO EVIDENCE THEIR AGREEMENT each of
the parties has executed this Agreement on the date first above written.  KYOTO PLANET GROUP INC.  Per:  _______________________________ Authorized Signatory  BUFFALO GOLD LTD.  Per:  ______________________________ Authorized Signatory                  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
164 ______________________________________________________________________________________________________    SCHEDULE "A"  PROMISSORY
NOTE  Principal Amount: Cdn.$150,000  For value received, BUFFALO GOLD LTD.
(the "Borrower") hereby promises to pay to KYOTO PLANET GROUP INC. (the
"Lender") the principal sum of ONE HUNDRED FIFTY THOUSAND CANADIAN DOLLARS
(Cdn.$150,000) on the earlier of:  (a) upon the demand of
the Lender; or  (b) the occurrence of
an Event of Default (as defined in the Loan Agreement between the Borrower and
the Lender dated for reference November 6, 2007),  together with interest accruing on
the outstanding principal amount from the date hereof at a rate of EIGHT PERCENT
(8%) per annum, compounded annually, before and after each of maturity, default
and judgment, payable monthly on the last Business Day of every month commencing
November 30, 2007. All payments under this promissory note will be made by
certified cheque, bank draft or wire transfer (pursuant to wire transfer
instructions provided by the Lender from time to time) and delivered to the
Lender at Suite 2400-1111 West Georgia Street, Vancouver, B.C., V6E 4M3. All
payments made by the Borrower will be applied first to interest, bonus and any
other costs or charges owed to the Lender, then to principal.  The undersigned is entitled to prepay
this promissory note, in whole or in part, without notice or penalty. The
undersigned waives demand and presentment for payment, notice of non-payment,
protest, notice of protest and notice of dishonour. This promissory note will be
governed by and construed in accordance with the laws of British Columbia and
the federal laws of Canada applicable therein. In this promissory note,
Business Day means a day which is not a Saturday, Sunday or a statutory
holiday in British Columbia.  Dated: November 6, 2007  BUFFALO GOLD LTD.  Per:   ______________________________ Authorized Signatory             __________________________________________________________________________________           ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
165 ______________________________________________________________________________________________________    EXHIBIT 4.AP LOAN AGREEMENT
BUFFALOAND KYOTO PLANET GROUP INC. DATED DECEMBER 27, 2007. _____________________________________________________________________________   LOAN
AGREEMENT   THIS AGREEMENT dated for reference
December 27, 2007 is between:  BUFFALO
GOLD LTD.,an Alberta company, having an office at Suite 2400-1111 West
Georgia Street, Vancouver, B.C., V6E 4M3 (the Lender) AND:  KYOTO
PLANET GROUP INC., a British Columbia company, having an office at Suite
2400-1111 West Georgia Street, Vancouver, B.C., V6E 4M3 (the Borrower)  BACKGROUND  B. The
Lender has agreed to lend to the Borrower and the Borrower has agreed to borrow
from the Lender the principal amount of CAD$300,000 (the "Loan"), on the terms
and subject to the conditions of this Agreement.  AGREEMENTS  For good and valuable consideration,
the receipt and sufficiency of which each party acknowledges, the parties agree
as follows:  1. Definitions.In this
Agreement "Business Day" means a day which is not a Saturday, Sunday or a
statutory holiday in British Columbia.  2. Loan Advance.Upon the
signing of this Agreement, the Lender will advance the principal amount of the
Loan to the Borrower or as the Borrower may direct.  3. Term and Prepayment.  (a) Any
outstanding balance of the Loan, including principal, accrued interest, bonus
and other costs or charges payable hereunder (collectively the "Outstanding
Balance"), will be immediately due and payable by the Borrower to the Lender on
the earlier of:  (i) Upon
the demand of the Lender; or  (ii) the
occurrence of an Event of Default, as defined in paragraph 9 hereof.  (b) If after the advance of the Loan and prior to payment in
full of the Outstanding Balance, the Borrower sells or otherwise disposes of any
assets or closes one or more equity or debt financings, the Borrower will pay or
cause to be paid all proceeds from such sale, or disposition or financing, net
of reasonable selling or financing costs, up to the full amount  (c) of
the Outstanding Balance, to the Lender within three (3) Business Days of receipt
of the same, to be applied on account of the Loan. All payments made hereunder
will be applied on account of the Loan, first to interest and any other costs or
charges then owing, then to principal.  (d) The
Borrower may repay the Loan at any time before maturity, without notice or
penalty.  4. Interest.Interest will
accrue on the Outstanding Balance from the Deposit Date at the rate of eight
percent (8%) per annum, compounded annually, and be payable by the Borrower to
the Lender monthly on the last Business Day of every month, commencing on
January 31, 2008, as well as after maturity, default and judgment.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
166 ______________________________________________________________________________________________________    5. Security.As security for
the Loan the Borrower will execute and deliver to the Lender a promissory note,
in the form attached hereto as Schedule "A" (the "Note").  6. Representations and Warranties.The Borrower represents and warrants to the Lender as follows:  (a) the
Borrower is a company incorporated under the Business Corporations Act(B.C.), has not discontinued or been dissolved under that Act and is in good
standing with respect to the filing of annual reports with the Registrar of
Companies office;  (b) the
Borrower has the power and authority to carry on its businesses as now being
conducted, to acquire, own, hold, lease and mortgage or grant security in its
assets including real property and personal property, and to enter into and
perform its obligations under this Agreement and the Note and all other
documents or instruments delivered hereunder or thereunder;  (c) this Agreement, the Note, and all ancillary instruments or
documents issued, executed and delivered hereunder or thereunder by the Borrower
have been duly authorized by all necessary action of the Borrower and each
constitutes or will constitute a legal, valid and binding obligation of the
Borrower enforceable against it in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the rights and remedies of creditors and to the general
principles of equity;  (d) the
Borrower is not in breach of or in default under any obligation in respect of
borrowed money and the execution and delivery of this Agreement, the Note and
all ancillary instruments or documents issued and delivered hereunder or
thereunder, and the performance of the terms hereof and thereof will not be, or
result in, a violation or breach of, or default under the Borrowers constating
documents, any law, any judgment, agreement or instrument to which it is a party
or may be bound;  (e) no
litigation or administrative proceedings before any court or governmental
authority are presently ongoing, or have been threatened in writing, or to the
best of the Borrower's knowledge are pending, against the Borrower or any of its
assets or affecting any of its assets which could have a material adverse effect
on its business or assets;  (f) the
audited annual financial statements for Borrower for the fiscal year ended
December 31, 2006 (, the "Financial Statements"), fairly present the financial
affairs of Borrower as of the date to which they are made, and have been
prepared in accordance with Canadian generally accepted accounting principles
consistently applied;  (g) the
Borrower is in compliance, in all material respects, with its continuous
disclosure obligations under applicable securities laws and, without limiting
the generality of the foregoing, there has been no adverse material change
(actual, contemplated or threatened) in the property, assets or business of the
Borrower since the date of release of the Financial Statements, other than as
publicly disclosed in writing by the Borrower in accordance with applicable
securities laws prior to the date of this Agreement;  (h) the
Borrower is a reporting issuer under the Securities Actsof British
Columbia, Alberta, Saskatchewan and Ontario and is in compliance with its
material obligations under those Acts and under the rules, regulations and
policies of the Exchange and will use its best efforts to maintain such status,
without default, from the date hereof until repayment in full of the Loan to the
Lender; and  (i) except as disclosed to the Lender in writing prior to the date of
this Agreement, the Borrower owns its business, operations and assets, and holds
good title thereto, free and clear of all liens, claims or encumbrances
whatsoever, other than those in favour of the Lender.  7. Positive Covenants of the
Borrower.The Borrower covenants and agrees that so long as any monies will
be outstanding under this Agreement, it will:  (a) at
all times maintain its corporate existence and the corporate existence of all
other corporations owned or controlled by it that own assets material to the
Borrower's business;  (b) duly perform its obligations under this Agreement, the Note and
all other agreements and instruments executed and delivered hereunder or
thereunder;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
167 ______________________________________________________________________________________________________     (c) carry on and conduct its business in a proper business-like manner
in accordance with good business practice and will keep or cause to be kept
proper books of account in accordance with generally accepted accounting
principles;  (d) provide the Lender with written notice of any proposed financing
made by or to the Borrower;  (e) furnish and give to the Lender (if such is the case) notice that
there has occurred and is continuing an Event of Default under this Agreement or
any event which would constitute an Event of Default hereunder and specifying
the same; and  (f) perform and do all such acts and things as are necessary to
perfect and maintain the security provided to the Lender pursuant to this
Agreement.  8. Negative Covenants of the
Borrower.The Borrower covenants and agrees with the Lender that the
Borrower will not without first obtaining the written consent of the Lender:  (a) make, give, create or permit or attempt to make, give or create
any mortgage, charge, lien or encumbrance that ranks equal to or in priority to
the security interest of the Lender over the assets of the Borrower;  (b) allot and issue any new shares of any subsidiary corporation;  (c) declare or provide for any dividends or other payments based on
share capital;  (d) redeem or purchase any of its shares;  (e) directly or through any subsidiary, make any sale of or dispose of
any substantial or material part of its business, assets or undertaking,
including its interest in the shares or assets of any subsidiary outside of the
ordinary course of business;  (f) pay
out any shareholders loans or other indebtedness to non-arms length parties; or  (g) guarantee the obligations of any other person, directly or
indirectly.  9. Events of Default.Each and
every of the events set forth in this paragraph will be an event of default
("Event of Default"):  (a) if
the Borrower fails to make any payment of principal or interest when due
hereunder, and such failure continues for two (2) Business Days;  (b) if
the Borrower defaults in observing or performing any material term, covenant or
condition of this Agreement or any other collateral document delivered hereunder
or in connection with the Loan, other than the payment of monies as provided for
in subparagraph (a) hereof, on its part to be observed or performed and such
failure continues for five (5) Business Days;  (c) if
the Borrower is in default of prescribed filings with applicable securities
regulatory authorities, the stock exchange or market on which its shares trade
(collectively, the "Authorities"), or is subject to any suspension or cease
trade order issued by any such Authority;  (d) if
any of the Borrower's covenants or representations in this Agreement or any
other collateral document delivered hereunder or in connection with the Loan
were at the time given false or misleading in any material respect;  (e) if
the Borrower defaults, in any material respect, in observing or performing any
term, covenant or condition of any debt instrument or obligation by which it is
bound, makes an assignment for the benefit of its creditors, or admits in
writing its inability to pay its debts as they become due, or is adjudicated
bankrupt or insolvent;  (f) if
the Borrower permits any sum which has been admitted as due by the Borrower, or
is not disputed to be due by it, and which forms or is capable of being made a
charge upon any of the assets or undertaking of the Borrower to remain unpaid or
not challenged for 30 days after proceedings have been taken to enforce the
same;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
168 ______________________________________________________________________________________________________     (g) if
the Borrower, either directly or indirectly through any material subsidiary,
ceases or threatens to cease to carry on business;  (h) if
any order is made or issued by a competent regulatory authority prohibiting the
trading in shares of the Borrower or if the Borrowers Common shares are
suspended or de-listed from trading on any stock exchange;  (i) if,
in the reasonable opinion of the Lender, a material adverse change occurs in the
financial condition of the Borrower;  (j) if
the Lender in good faith and on commercially reasonable grounds believes that
the ability of the Borrower to pay any of the Outstanding Balance to the Lender
or to perform any of the covenants contained in this Agreement or any other
collateral agreement or other document is impaired or any security granted by
the Borrower to the Lender is or isabout to be impaired or in jeopardy;  (k) if
the Borrower petitions or applies to any tribunal for the appointment of a
trustee, receiver or liquidator or commences any proceedings under any
bankruptcy, insolvency, readjustment of debt or liquidation law of any
jurisdiction, whether now or hereafter in effect; or  (l) if
any petition or application for appointment of a trustee, receiver or liquidator
is filed, or any proceedings under any bankruptcy, insolvency, readjustment of
debt or liquidation law are commenced, against the Borrower which is not opposed
by the Borrower in good faith, or an order, judgment or decree is entered
appointing any such trustee, receiver, or liquidator, or approving the petition
in any such proceeding.  10. Effect of Event of Default.If any one or more of the Events of Default occur or occurs and is or are
continuing, the Lender may without limitation in respect of any other rights it
may have in law or pursuant to this Agreement or any other document or
instrument delivered hereunder, demand immediate payment of all monies owing
hereunder.  11. Lenders Legal Fees.The
Borrower will pay for the Lenders reasonable legal fees and other costs,
charges and expenses (including due diligence expenses) of and incidental to the
preparation, execution and completion of this Agreement and the security
hereunder, and all costs and charges incurred by or on behalf of the Lender in
respect of any enforcement, realization or other administration of the Loan, as
may be required by the Lender to complete this transaction. All amounts
hereunder will be payable within 30 days of presentment of an invoice. If not
paid within that time, such amount will be added to and form part of the
principal amount of the Loan and shall accrue interest from such date as if it
had been advanced by the Lender to the Borrower hereunder.  12. Indemnity.The Borrower
agrees to indemnify and save harmless the Lender and each of its directors,
officers, employees and agents from and against all liabilities, claims, losses,
damages and reasonable costs and expenses in any way caused by or arising
directly or indirectly from or in consequence of the occurrence of any Event of
Default under this Agreement.  13. Notices.In this
Agreement:  (a) any notice or
communication required or permitted to be given under this Agreement will be in
writing and will be considered to have been given if delivered by hand,
transmitted by facsimile transmission or mailed by prepaid registered post to
the address or facsimile transmission number of each party set out below:  (i) if to the
Lender:  Buffalo Gold
Ltd. Suite 2400-1111
West Georgia Street, Vancouver, B.C.,
V6E 4M3 Attention: Brian
McEwen Fax No:
604.685.2536  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
169 ______________________________________________________________________________________________________     (ii) if to the
Borrower:  Kyoto Planet
Group Incorporated Suite 2400-1111
West Georgia Street, Vancouver, B.C.,
V6E 4M3 Attention: Damien
Reynolds Fax No:
  604.684.2990  or to such other
address or facsimile transmission number as any party may designate in the
manner set out above; and  (b) notice or
communication will be considered to have been received:  (i) if delivered by
hand during business hours on a Business Day, upon receipt by a responsible
representative of the receiver, and if not delivered during business hours, upon
the commencement of business on the next Business Day;  (ii) if sent by
facsimile transmission during business hours on a Business Day, upon the sender
receiving confirmation of the transmission, and if not transmitted during
business hours, upon the commencement of business on the next Business Day;
and  (iii) if mailed by
prepaid registered post upon the fifth Business Day following posting; except
that, in the case of a disruption or an impending or threatened disruption in
postal services every notice or communication will be delivered by hand or sent
by facsimile transmission.  14. Assignment.The Borrower
acknowledges and agrees that the Lender may assign all or part of the Loan, this
Agreement and all collateral agreements, documents or instruments delivered
hereunder to one or more assignees, subject only to the Lenders notification of
such assignment or assignments being given in writing to the Borrower.  15. Enurement.This Agreement
will enure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.  16. Waivers.No failure or
delay on the Lender's part in exercising any power or right hereunder will
operate as a waiver thereof.  17. Remedies are Cumulative.The Lender's rights and remedies hereunder are cumulative and not exclusive
of any rights or remedies at law or in equity.  18. Time.Time is of the
essence of this Agreement and all documents or instruments delivered
hereunder.  19. Criminal Code Compliance.In this paragraph the terms "interest", "criminal rate" and "credit
advanced" have the meanings ascribed to them in Section 347 of the Criminal Code
(Canada) as amended from time to time. The Borrower and the Lender agree that,
notwithstanding any agreement to the contrary, no interest on the Loan or the
credit advanced by the Lender under this Agreement will be payable in excess of
that permitted under the laws of Canada. If the effective rate of interest,
calculated in accordance with generally accepted actuarial practices and
principles, would exceed the criminal rate on the credit advanced, then:  (a) the
elements of return which fall within the term "interest" will be reduced to the
extent necessary to eliminate such excess;  (b) any
remaining excess that has been paid will be credited towards prepayment of the
Loan; and  (c) any
overpayment that may remain after such crediting will be returned forthwith to
the Borrower upon demand, and, in the event of dispute, a Fellow of the Canadian
Institute of Actuaries appointed by the Lender will perform the relevant
calculations and determine the reductions, modifications and credits necessary
to effect the foregoing and the same will be conclusive and binding on the
parties. This Agreement, the Note and all related agreements and documents will
automatically be modified to reflect such modifications without the necessity of
any further act or deed of the Borrower and the Lender to give effect to
them.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
170 ______________________________________________________________________________________________________    20. Invalidity.If at any time
any one or more of the provisions hereof is or becomes invalid, illegal or
unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby to the fullest extent possible by law.  21. Governing Laws.This
Agreement will be governed by and interpreted in accordance with the laws of the
Province of British Columbia and the laws of Canada applicable therein. The
Borrower and the Lender submit to the non-exclusive jurisdiction of the Courts
of the Province of British Columbia and agree to be bound by any suit, action or
proceeding commenced in such Courts and by any order or judgment resulting from
such suit, action or proceeding, but the foregoing will in no way limit the
right of the Lender to commence suits, actions or proceedings based on this
Agreement in any jurisdiction it may deem appropriate.  22. Amendment.This Agreement
may be varied or amended only by or pursuant to an agreement in writing signed
by the parties hereto.  23. Schedules.All Schedules
attached hereto will be deemed fully a part of this Agreement.  24. Currency.All references
herein to "dollars" or "$" are to Canadian dollars, unless otherwise
indicated.  25. Counterparts.This
Agreement may be signed in one or more counterparts, originally or by facsimile,
each such counterpart taken together will form one and the same agreement.  TO EVIDENCE THEIR AGREEMENT each of
the parties has executed this Agreement on the date first above written.  BUFFALO GOLD LTD.  Per:  _______________________________ Authorized Signatory  KYOTO PLANET GROUP INC.  Per:  ______________________________ Authorized Signatory                    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
171 ______________________________________________________________________________________________________    SCHEDULE "A"  PROMISSORY
NOTE  Principal Amount: CAD$300,000  For value received, KYOTO PLANET
GROUPINC. (the "Borrower") hereby promises to pay to BUFFALO GOLD LTD.
(the "Lender") the principal sum of TWO HUNDRED THOUSAND CANADIAN DOLLARS
(CAD$300,000) on the earlier of:  (a) upon
the demand of the Lender; or  (b) the occurrence of
an Event of Default (as defined in the Loan Agreement between the Borrower and
the Lender dated for reference December 27, 2007),  together with interest accruing on
the outstanding principal amount from the date hereof at a rate of EIGHT PERCENT
(8%) per annum, compounded annually, before and after each of maturity, default
and judgment, payable monthly on the last Business Day of every month commencing
January 31, 2008. All payments under this promissory note will be made by
certified cheque, bank draft or wire transfer (pursuant to wire transfer
instructions provided by the Lender from time to time) and delivered to the
Lender at Suite 2400-1111 West Georgia Street, Vancouver, B.C., V6E 4M3. All
payments made by the Borrower will be applied first to interest, bonus and any
other costs or charges owed to the Lender, then to principal.  The undersigned is entitled to prepay
this promissory note, in whole or in part, without notice or penalty. The
undersigned waives demand and presentment for payment, notice of non-payment,
protest, notice of protest and notice of dishonour. This promissory note will be
governed by and construed in accordance with the laws of British Columbia and
the federal laws of Canada applicable therein. In this promissory note,
Business Day means a day which is not a Saturday, Sunday or a statutory
holiday in British Columbia.  Dated: December 27, 2007  KYOTO PLANET GROUP INC.  Per:  ______________________________ Authorized Signatory       __________________________________________________________________________________            ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
172 ______________________________________________________________________________________________________    EXHIBIT 4.AQ:   LOAN
AGREEMENT BUFFALO AND LONGVIEW  CAPITAL PARTNERS INC. DATED NOVEMBER 20,
2007 ___________________________________________________________________________  LOAN
AGREEMENT   THIS AGREEMENT dated for reference
November 20, 2007 is between:  LONGVIEW
CAPITAL PARTNERS INC., a British Columbia company, having an office at Suite
2400-1111 West Georgia Street, Vancouver, B.C., V6E 4M3  (the Lender) AND:  BUFFALO
GOLD LTD.,an Alberta company, having an office at Suite 2400-1111 West
Georgia Street, Vancouver, B.C., V6E 4M3   (the Borrower)  BACKGROUND  C. The
Lender has agreed to lend to the Borrower and the Borrower has agreed to borrow
from the Lender the principal amount of CAD$250,000 (the "Loan"), on the terms
and subject to the conditions of this Agreement.  AGREEMENTS  For good and valuable consideration,
the receipt and sufficiency of which each party acknowledges, the parties agree
as follows:  1. Definitions.In this
Agreement "Business Day" means a day which is not a Saturday, Sunday or a
statutory holiday in British Columbia.  2. Loan Advance.Upon the
signing of this Agreement, the Lender will advance the principal amount of the
Loan to the Borrower or as the Borrower may direct.  3. Term and Prepayment.  (e) Any
outstanding balance of the Loan, including principal, accrued interest, bonus
and other costs or charges payable hereunder (collectively the "Outstanding
Balance"), will be immediately due and payable by the Borrower to the Lender on
the earlier of:  (i) Upon the demand of the Lender; or  (ii) the
occurrence of an Event of Default, as defined in paragraph 9 hereof.  (f) If after the advance of the Loan and prior to payment in
full of the Outstanding Balance, the Borrower sells or otherwise disposes of any
assets or closes one or more equity or debt financings, the Borrower will pay or
cause to be paid all proceeds from such sale, or disposition or financing, net
of reasonable selling or financing costs, up to the full amount of the
Outstanding Balance, to the Lender within three (3) Business Days of receipt of
the same, to be applied on account of the Loan. All payments made hereunder will
be applied on account of the Loan, first to interest and any other costs or
charges then owing, then to principal.  (g) The
Borrower may repay the Loan at any time before maturity, without notice or
penalty.  4. Interest.Interest will
accrue on the Outstanding Balance from the Deposit Date at the rate of eight
percent (8%) per annum, compounded annually, and be payable by the Borrower to
the Lender monthly on the last Business Day of every month, commencing on
November 30, 2007, as well as after maturity, default and judgment.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
173 ______________________________________________________________________________________________________    5. Security.As security for
the Loan the Borrower will execute and deliver to the Lender a promissory note,
in the form attached hereto as Schedule "A" (the "Note").  6. Representations and Warranties.The Borrower represents and warrants to the Lender as follows:  (j) the
Borrower is a company incorporated under the Business Corporations Act(B.C.), has not discontinued or been dissolved under that Act and is in good
standing with respect to the filing of annual reports with the Registrar of
Companies office;  (k) the
Borrower has the power and authority to carry on its businesses as now being
conducted, to acquire, own, hold, lease and mortgage or grant security in its
assets including real property and personal property, and to enter into and
perform its obligations under this Agreement and the Note and all other
documents or instruments delivered hereunder or thereunder;  (l) this Agreement, the Note, and all ancillary instruments or
documents issued, executed and delivered hereunder or thereunder by the Borrower
have been duly authorized by all necessary action of the Borrower and each
constitutes or will constitute a legal, valid and binding obligation of the
Borrower enforceable against it in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the rights and remedies of creditors and to the general
principles of equity;  (m) the
Borrower is not in breach of or in default under any obligation in respect of
borrowed money and the execution and delivery of this Agreement, the Note and
all ancillary instruments or documents issued and delivered hereunder or
thereunder, and the performance of the terms hereof and thereof will not be, or
result in, a violation or breach of, or default under the Borrowers constating
documents, any law, any judgment, agreement or instrument to which it is a party
or may be bound;  (n) no
litigation or administrative proceedings before any court or governmental
authority are presently ongoing, or have been threatened in writing, or to the
best of the Borrower's knowledge are pending, against the Borrower or any of its
assets or affecting any of its assets which could have a material adverse effect
on its business or assets;  (o) the
audited annual financial statements for Borrower for the fiscal year ended
December 31, 2006 (, the "Financial Statements"), fairly present the financial
affairs of Borrower as of the date to which they are made, and have been
prepared in accordance with Canadian generally accepted accounting principles
consistently applied;  (p) the
Borrower is in compliance, in all material respects, with its continuous
disclosure obligations under applicable securities laws and, without limiting
the generality of the foregoing, there has been no adverse material change
(actual, contemplated or threatened) in the property, assets or business of the
Borrower since the date of release of the Financial Statements, other than as
publicly disclosed in writing by the Borrower in accordance with applicable
securities laws prior to the date of this Agreement;  (q) the
Borrower is a reporting issuer under the Securities Actsof British
Columbia, Alberta, Saskatchewan and Ontario and is in compliance with its
material obligations under those Acts and under the rules, regulations and
policies of the Exchange and will use its best efforts to maintain such status,
without default, from the date hereof until repayment in full of the Loan to the
Lender; and  (r) except as disclosed to the Lender in writing prior to the date of
this Agreement, the Borrower owns its business, operations and assets, and holds
good title thereto, free and clear of all liens, claims or encumbrances
whatsoever, other than those in favour of the Lender.  7. Positive Covenants of the
Borrower.The Borrower covenants and agrees that so long as any monies will
be outstanding under this Agreement, it will:  (g) at
all times maintain its corporate existence and the corporate existence of all
other corporations owned or controlled by it that own assets material to the
Borrower's business;  (h) duly perform its obligations under this Agreement, the Note and
all other agreements and instruments executed and delivered hereunder or
thereunder;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
174 ______________________________________________________________________________________________________     (i) carry on and conduct its business in a proper business-like manner
in accordance with good business practice and will keep or cause to be kept
proper books of account in accordance with generally accepted accounting
principles;  (j) provide the Lender with written notice of any proposed financing
made by or to the Borrower;  (k) furnish and give to the Lender (if such is the case) notice that
there has occurred and is continuing an Event of Default under this Agreement or
any event which would constitute an Event of Default hereunder and specifying
the same; and  (l) perform and do all such acts and things as are necessary to
perfect and maintain the security provided to the Lender pursuant to this
Agreement.  8.  Negative Covenants of the
Borrower.The Borrower covenants and agrees with the Lender that the
Borrower will not without first obtaining the written consent of the Lender:  (h) make, give, create or permit or attempt to make, give or create
any mortgage, charge, lien or encumbrance that ranks equal to or in priority to
the security interest of the Lender over the assets of the Borrower;  (i) allot and issue any new shares of any subsidiary corporation;  (j) declare or provide for any dividends or other payments based on
share capital;  (k) redeem or purchase any of its shares;  (l) directly or through any subsidiary, make any sale of or dispose of
any substantial or material part of its business, assets or undertaking,
including its interest in the shares or assets of any subsidiary outside of the
ordinary course of business;  (m) pay
out any shareholders loans or other indebtedness to non-arms length parties; or  (n) guarantee the obligations of any other person, directly or
indirectly.  9. Events of Default.Each and
every of the events set forth in this paragraph will be an event of default
("Event of Default"):  (m) if
the Borrower fails to make any payment of principal or interest when due
hereunder, and such failure continues for two (2) Business Days;  (n) if
the Borrower defaults in observing or performing any material term, covenant or
condition of this Agreement or any other collateral document delivered hereunder
or in connection with the Loan, other than the payment of monies as provided for
in subparagraph (a) hereof, on its part to be observed or performed and such
failure continues for five (5) Business Days;  (o) if
the Borrower is in default of prescribed filings with applicable securities
regulatory authorities, the stock exchange or market on which its shares trade
(collectively, the "Authorities"), or is subject to any suspension or cease
trade order issued by any such Authority;  (p) if
any of the Borrower's covenants or representations in this Agreement or any
other collateral document delivered hereunder or in connection with the Loan
were at the time given false or misleading in any material respect;  (q) if
the Borrower defaults, in any material respect, in observing or performing any
term, covenant or condition of any debt instrument or obligation by which it is
bound, makes an assignment for the benefit of its creditors, or admits in
writing its inability to pay its debts as they become due, or is adjudicated
bankrupt or insolvent;  (r) if
the Borrower permits any sum which has been admitted as due by the Borrower, or
is not disputed to be due by it, and which forms or is capable of being made a
charge upon any of the assets or undertaking of the Borrower to remain unpaid or
not challenged for 30 days after proceedings have been taken to enforce the
same;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
175 ______________________________________________________________________________________________________     (s) if
the Borrower, either directly or indirectly through any material subsidiary,
ceases or threatens to cease to carry on business;  (t) if
any order is made or issued by a competent regulatory authority prohibiting the
trading in shares of the Borrower or if the Borrowers Common shares are
suspended or de-listed from trading on any stock exchange;  (u) if,
in the reasonable opinion of the Lender, a material adverse change occurs in the
financial condition of the Borrower;  (v) if
the Lender in good faith and on commercially reasonable grounds believes that
the ability of the Borrower to pay any of the Outstanding Balance to the Lender
or to perform any of the covenants contained in this Agreement or any other
collateral agreement or other document is impaired or any security granted by
the Borrower to the Lender is or is about to be impaired or in jeopardy;  (w) if
the Borrower petitions or applies to any tribunal for the appointment of a
trustee, receiver or liquidator or commences any proceedings under any
bankruptcy, insolvency, readjustment of debt or liquidation law of any
jurisdiction, whether now or hereafter in effect; or  (x) if
any petition or application for appointment of a trustee, receiver or liquidator
is filed, or any proceedings under any bankruptcy, insolvency, readjustment of
debt or liquidation law are commenced, against the Borrower which is not opposed
by the Borrower in good faith, or an order, judgment
or decree is entered appointing any such trustee, receiver, or liquidator, or
approving the petition in any such proceeding.  10. Effect of Event of Default.If any one or more of the Events of Default occur or occurs and is or are
continuing, the Lender may without limitation in respect of any other rights it
may have in law or pursuant to this Agreement or any other document or
instrument delivered hereunder, demand immediate payment of all monies owing
hereunder.  11. Lenders Legal Fees.The
Borrower will pay for the Lenders reasonable legal fees and other costs,
charges and expenses (including due diligence expenses) of and incidental to the
preparation, execution and completion of this Agreement and the security
hereunder, and all costs and charges incurred by or on behalf of the Lender in
respect of any enforcement, realization or other administration of the Loan, as
may be required by the Lender to complete this transaction. All amounts
hereunder will be payable within 30 days of presentment of an invoice. If not
paid within that time, such amount will be added to and form part of the
principal amount of the Loan and shall accrue interest from such date as if it
had been advanced by the Lender to the Borrower hereunder.  12. Indemnity.The Borrower
agrees to indemnify and save harmless the Lender and each of its directors,
officers, employees and agents from and against all liabilities, claims, losses,
damages and reasonable costs and expenses in any way caused by or arising
directly or indirectly from or in consequence of the occurrence of any Event of
Default under this Agreement.  13. Notices.In this
Agreement:  (b) any
notice or communication required or permitted to be given under this Agreement
will be in writing and will be considered to have been given if delivered by
hand, transmitted by facsimile transmission or mailed by prepaid registered post
to the address or facsimile transmission number of each party set out below:  (i) if
to the Lender:  Longview Capital
Partners Incorporated Suite 2400-1111
West Georgia Street, Vancouver, B.C.,
V6E 4M3 Attention: Damien
Reynolds Fax No:
 (604) 694.2990  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
176 ______________________________________________________________________________________________________     (ii) if
to the Borrower:  Buffalo Gold
Ltd. Suite 2400-1111
West Georgia Street, Vancouver, B.C.,
V6E 4M3 Attention: Brian
McEwen Fax No:
 (604) 685.2536  or to such other
address or facsimile transmission number as any party may designate in the
manner set out above; and  (c) notice or communication will be considered to have been
received:  (i) if delivered by
hand during business hours on a Business Day, upon receipt by a responsible
representative of the receiver, and if not delivered during business hours, upon
the commencement of business on the next Business Day;  (ii) if sent by
facsimile transmission during business hours on a Business Day, upon the sender
receiving confirmation of the transmission, and if not transmitted during
business hours, upon the commencement of business on the next Business Day;
and  (iii) if mailed by
prepaid registered post upon the fifth Business Day following posting; except
that, in the case of a disruption or an impending or threatened disruption in
postal services every notice or communication will be delivered by hand or sent
by facsimile transmission.  14. Assignment.The Borrower
acknowledges and agrees that the Lender may assign all or part of the Loan, this
Agreement and all collateral agreements, documents or instruments delivered
hereunder to one or more assignees, subject only to the Lenders notification of
such assignment or assignments being given in writing to the Borrower.  15. Enurement.This Agreement
will enure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.  16. Waivers.No failure or
delay on the Lender's part in exercising any power or right hereunder will
operate as a waiver thereof.  17. Remedies are Cumulative.The Lender's rights and remedies hereunder are cumulative and not exclusive
of any rights or remedies at law or in equity.  18. Time.Time is of the
essence of this Agreement and all documents or instruments delivered
hereunder.  19. Criminal Code Compliance.In this paragraph the terms "interest", "criminal rate" and "credit
advanced" have the meanings ascribed to them in Section 347 of the Criminal Code
(Canada) as amended from time to time. The Borrower and the Lender agree that,
notwithstanding any agreement to the contrary, no interest on the Loan or the
credit advanced by the Lender under this Agreement will be payable in excess of
that permitted under the laws of Canada. If the effective rate of interest,
calculated in accordance with generally accepted actuarial practices and
principles, would exceed the criminal rate on the credit advanced, then:  (d) the
elements of return which fall within the term "interest" will be reduced to the
extent necessary to eliminate such excess;  (e) any
remaining excess that has been paid will be credited towards prepayment of the
Loan; and  (f) any
overpayment that may remain after such crediting will be returned forthwith to
the Borrower upon demand, and, in the event of dispute, a Fellow of the Canadian
Institute of Actuaries appointed by the Lender will perform the relevant
calculations and determine the reductions, modifications and credits necessary
to effect the foregoing and the same will be conclusive and binding on the
parties. This Agreement, the Note and all related agreements and documents will
automatically be modified to reflect such modifications without the necessity of
any further act or deed of the Borrower and the Lender to give effect to
them.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
177 ______________________________________________________________________________________________________    20. Invalidity.If at any time
any one or more of the provisions hereof is or becomes invalid, illegal or
unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby to the fullest extent possible by law.  21. Governing Laws.This
Agreement will be governed by and interpreted in accordance with the laws of the
Province of British Columbia and the laws of Canada applicable therein. The
Borrower and the Lender submit to the non-exclusive jurisdiction of the Courts
of the Province of British Columbia and agree to be bound by any suit, action or
proceeding commenced in such Courts and by any order or judgment resulting from
such suit, action or proceeding, but the foregoing will in no way limit the
right of the Lender to commence suits, actions or proceedings based on this
Agreement in any jurisdiction it may deem appropriate.  22. Amendment.This Agreement
may be varied or amended only by or pursuant to an agreement in writing signed
by the parties hereto.  23. Schedules.All Schedules
attached hereto will be deemed fully a part of this Agreement.  24. Currency.All references
herein to "dollars" or "$" are to Canadian dollars, unless otherwise
indicated.  25. Counterparts.This
Agreement may be signed in one or more counterparts, originally or by facsimile,
each such counterpart taken together will form one and the same agreement.  TO EVIDENCE THEIR AGREEMENT each of
the parties has executed this Agreement on the date first above written.  LONGVIEW CAPITAL PARTNERS
INC.  Per:  _______________________________ Authorized Signatory  BUFFALO GOLD LTD.  Per:  ______________________________ Authorized Signatory                 ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
178 ______________________________________________________________________________________________________    SCHEDULE "A"  PROMISSORY
NOTE  Principal Amount: CAD$250,000  For value received, BUFFALO GOLD LTD.
(the "Borrower") hereby promises to pay to KYOTO PLANET GROUP INC. (the
"Lender") the principal sum of ONE HUNDRED FIFTY THOUSAND CANADIAN DOLLARS
(CAD$250,000) on the earlier of:  (a) upon the demand
of the Lender; or  (b) the occurrence of
an Event of Default (as defined in the Loan Agreement between the Borrower and
the Lender dated for reference November 20, 2007),  together with interest accruing on
the outstanding principal amount from the date hereof at a rate of EIGHT PERCENT
(8%) per annum, compounded annually, before and after each of maturity, default
and judgment, payable monthly on the last Business Day of every month commencing
November 30, 2007. All payments under this promissory note will be made by
certified cheque, bank draft or wire transfer (pursuant to wire transfer
instructions provided by the Lender from time to time) and delivered to the
Lender at Suite 2400-1111 West Georgia Street, Vancouver, B.C., V6E 4M3. All
payments made by the Borrower will be applied first to interest, bonus and any
other costs or charges owed to the Lender, then to principal.  The undersigned is entitled to prepay
this promissory note, in whole or in part, without notice or penalty. The
undersigned waives demand and presentment for payment, notice of non-payment,
protest, notice of protest and notice of dishonour. This promissory note will be
governed by and construed in accordance with the laws of British Columbia and
the federal laws of Canada applicable therein. In this promissory note,
Business Day means a day which is not a Saturday, Sunday or a statutory
holiday in British Columbia.  Dated: November 20, 2007.  BUFFALO GOLD LTD.  Per:  ______________________________ Authorized Signatory                    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
179 ______________________________________________________________________________________________________    EXHIBIT 4.AR:   LOAN
AGREEMENT BETWEEN THE COMPANY AND LONGVIEW CAPITAL PARNTERS INC. DATED NOVEMBER
28, 2007 ____________________________________________________________________________  LOAN
AGREEMENT   THIS AGREEMENT dated for reference
November 28, 2007 is between:  LONGVIEW
CAPITAL PARTNERS INC., a British Columbia company, having an office at Suite
2400-1111 West Georgia Street, Vancouver, B.C., V6E 4M3  (the Lender) AND:  BUFFALO
GOLD LTD.,an Alberta company, having an office at Suite 2400-1111 West
Georgia Street, Vancouver, B.C., V6E 4M3   (the Borrower)  BACKGROUND  A. The Lender has
agreed to lend to the Borrower and the Borrower has agreed to borrow from the
Lender the principal amount of CAD$200,000 (the "Loan"), on the terms and
subject to the conditions of this Agreement.  AGREEMENTS  For good and valuable consideration,
the receipt and sufficiency of which each party acknowledges, the parties agree
as follows:  1. Definitions.In this Agreement "Business Day" means a day which is not a Saturday, Sunday
or a statutory holiday in British Columbia.  2. Loan Advance.Upon the signing of this Agreement, the Lender will advance the principal
amount of the Loan to the Borrower or as the Borrower may direct.  3. Term and
Prepayment.  (a) Any outstanding
balance of the Loan, including principal, accrued interest, bonus and other
costs or charges payable hereunder (collectively the "Outstanding Balance"),
will be immediately due and payable by the Borrower to the Lender on the earlier
of:  (i) Upon
the demand of the Lender; or  (ii) the
occurrence of an Event of Default, as defined in paragraph 9 hereof.  (b) If after the
advance of the Loan and prior to payment in full of the Outstanding Balance, the
Borrower sells or otherwise disposes of any assets or closes one or more equity
or debt financings, the Borrower will pay or cause to be paid all proceeds from
such sale, or disposition or financing, net of reasonable selling or financing
costs, up to the full amount of the Outstanding Balance, to the Lender within
three (3) Business Days of receipt of the same, to be applied on account of the
Loan. All payments made hereunder will be applied on account of the Loan, first
to interest and any other costs or charges then owing, then to principal.  (c) The
Borrower may repay the Loan at any time before maturity, without notice or
penalty.  4. Interest.Interest will accrue on the Outstanding Balance from the Deposit Date at the
rate of eight percent (8%) per annum, compounded annually, and be payable by the
Borrower to the Lender monthly on the last Business Day of every month,
commencing on November 30, 2007, as well as after maturity, default and
judgment.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
180 ______________________________________________________________________________________________________    5. Security.As security for the Loan the Borrower will execute and deliver to the Lender
a promissory note, in the form attached hereto as Schedule "A" (the "Note").  6. Representations
and Warranties.The Borrower represents and warrants to the Lender as
follows:  (a) the Borrower is a
company incorporated under the Business Corporations Act(B.C.), has not
discontinued or been dissolved under that Act and is in good standing with
respect to the filing of annual reports with the Registrar of Companies office;  (b) the Borrower has
the power and authority to carry on its businesses as now being conducted, to
acquire, own, hold, lease and mortgage or grant security in its assets including
real property and personal property, and to enter into and perform its
obligations under this Agreement and the Note and all other documents or
instruments delivered hereunder or thereunder;  (c) this Agreement,
the Note, and all ancillary instruments or documents issued, executed and
delivered hereunder or thereunder by the Borrower have been duly authorized by
all necessary action of the Borrower and each constitutes or will constitute a
legal, valid and binding obligation of the Borrower enforceable against it in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the rights and
remedies of creditors and to the general principles of equity;  (d) the Borrower is
not in breach of or in default under any obligation in respect of borrowed money
and the execution and delivery of this Agreement, the Note and all ancillary
instruments or documents issued and delivered hereunder or thereunder, and the
performance of the terms hereof and thereof will not be, or result in, a
violation or breach of, or default under the Borrowers constating documents,
any law, any judgment, agreement or instrument to which it is a party or may be
bound;  (e) no litigation or
administrative proceedings before any court or governmental authority are
presently ongoing, or have been threatened in writing, or to the best of the
Borrower's knowledge are pending, against the Borrower or any of its assets or
affecting any of its assets which could have a material adverse effect on its
business or assets;  (f) the audited
annual financial statements for Borrower for the fiscal year ended December 31,
2006 (the "Financial Statements"), fairly present the financial affairs of
Borrower as of the date to which they are made, and have been prepared in
accordance with Canadian generally accepted accounting principles consistently
applied;  (g) the Borrower is
in compliance, in all material respects, with its continuous disclosure
obligations under applicable securities laws and, without limiting the
generality of the foregoing, there has been no adverse material change (actual,
contemplated or threatened) in the property, assets or business of the Borrower
since the date of release of the Financial Statements, other than as publicly
disclosed in writing by the Borrower in accordance with applicable securities
laws prior to the date of this Agreement;  (h) the Borrower is a
reporting issuer under the Securities Actsof British Columbia, Alberta,
Saskatchewan and Ontario and is in compliance with its material obligations
under those Acts and under the rules, regulations and policies of the Exchange
and will use its best efforts to maintain such status, without default, from the
date hereof until repayment in full of the Loan to the Lender; and  (i) except as
disclosed to the Lender in writing prior to the date of this Agreement, the
Borrower owns its business, operations and assets, and holds good title thereto,
free and clear of all liens, claims or encumbrances whatsoever, other than those
in favour of the Lender.  7. Positive
Covenants of the Borrower.The Borrower covenants and agrees that so long as
any monies will be outstanding under this Agreement, it will:  (a) at all times
maintain its corporate existence and the corporate existence of all other
corporations owned or controlled by it that own assets material to the
Borrower's business;  (b) duly perform its
obligations under this Agreement, the Note and all other agreements and
instruments executed and delivered hereunder or thereunder;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
181 ______________________________________________________________________________________________________    (c) carry on and
conduct its business in a proper business-like manner in accordance with good
business practice and will keep or cause to be kept proper books of account in
accordance with generally accepted accounting principles;  (d) provide the
Lender with written notice of any proposed financing made by or to the Borrower;  (e) furnish and give
to the Lender (if such is the case) notice that there has occurred and is
continuing an Event of Default under this Agreement or any event which would
constitute an Event of Default hereunder and specifying the same; and  (f) perform and do
all such acts and things as are necessary to perfect and maintain the security
provided to the Lender pursuant to this Agreement.  8. Negative
Covenants of the Borrower.The Borrower covenants and agrees with the Lender
that the Borrower will not without first obtaining the written consent of the
Lender:  (a) make, give,
create or permit or attempt to make, give or create any mortgage, charge, lien
or encumbrance that ranks equal to or in priority to the security interest of
the Lender over the assets of the Borrower;  (b) allot
and issue any new shares of any subsidiary corporation;  (c) declare
or provide for any dividends or other payments based on share capital;  (d) redeem
or purchase any of its shares;  (e) directly or
through any subsidiary, make any sale of or dispose of any substantial or
material part of its business, assets or undertaking, including its interest in
the shares or assets of any subsidiary outside of the ordinary course of
business;  (f) pay
out any shareholders loans or other indebtedness to non-arms length parties; or  (g) guarantee
the obligations of any other person, directly or indirectly.  9. Events of
Default.Each and every of the events set forth in this paragraph will be an
event of default ("Event of Default"):  (a) if the Borrower
fails to make any payment of principal or interest when due hereunder, and such
failure continues for two (2) Business Days;  (b) if the Borrower
defaults in observing or performing any material term, covenant or condition of
this Agreement or any other collateral document delivered hereunder or in
connection with the Loan, other than the payment of monies as provided for in
subparagraph (a) hereof, on its part to be observed or performed and such
failure continues for five (5) Business Days;  (c) if the Borrower
is in default of prescribed filings with applicable securities regulatory
authorities, the stock exchange or market on which its shares trade
(collectively, the "Authorities"), or is subject to any suspension or cease
trade order issued by any such Authority; (d) if any of the
Borrower's covenants or representations in this Agreement or any other
collateral document delivered hereunder or in connection with the Loan were at
the time given false or misleading in any material respect;  (e) if the Borrower
defaults, in any material respect, in observing or performing any term, covenant
or condition of any debt instrument or obligation by which it is bound, makes an
assignment for the benefit of its creditors, or admits in writing its inability
to pay its debts as they become due, or is adjudicated bankrupt or insolvent;  (f) if the Borrower
permits any sum which has been admitted as due by the Borrower, or is not
disputed to be due by it, and which forms or is capable of being made a charge
upon any of the assets or undertaking of the Borrower to remain unpaid or not
challenged for 30 days after proceedings have been taken to enforce the same;  (g) if the Borrower,
either directly or indirectly through any material subsidiary, ceases or
threatens to cease to carry on business;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
182 ______________________________________________________________________________________________________    (h) if any order is
made or issued by a competent regulatory authority prohibiting the trading in
shares of the Borrower or if the Borrowers Common shares are suspended or
de-listed from trading on any stock exchange;  (i) if, in the
reasonable opinion of the Lender, a material adverse change occurs in the
financial condition of the Borrower;  (j) if the Lender in
good faith and on commercially reasonable grounds believes that the ability of
the Borrower to pay any of the Outstanding Balance to the Lender or to perform
any of the covenants contained in this Agreement or any other collateral
agreement or other document is impaired or any security granted by the Borrower
to the Lender is or isabout to be impaired or in jeopardy;  (k) if the Borrower
petitions or applies to any tribunal for the appointment of a trustee, receiver
or liquidator or commences any proceedings under any bankruptcy, insolvency,
readjustment of debt or liquidation law of any jurisdiction, whether now or
hereafter in effect; or  (l) if any petition
or application for appointment of a trustee, receiver or liquidator is filed, or
any proceedings under any bankruptcy, insolvency, readjustment of debt or
liquidation law are commenced, against the Borrower which is not opposed by the
Borrower in good faith, or an order, judgment or decree is entered appointing
any such trustee, receiver, or liquidator, or approving the petition in any such
proceeding.  10. Effect of
Event of Default.If any one or more of the Events of Default occur or
occurs and is or are continuing, the Lender may without limitation in respect of
any other rights it may have in law or pursuant to this Agreement or any other
document or instrument delivered hereunder, demand immediate payment of all
monies owing hereunder.  11. Lenders Legal
Fees.The Borrower will pay for the Lenders reasonable legal fees and other
costs, charges and expenses (including due diligence expenses) of and incidental
to the preparation, execution and completion of this Agreement and the security
hereunder, and all costs and charges incurred by or on behalf of the Lender in
respect of any enforcement, realization or other administration of the Loan, as
may be required by the Lender to complete this transaction. All amounts
hereunder will be payable within 30 days of presentment of an invoice. If not
paid within that time, such amount will be added to and form part of the
principal amount of the Loan and shall accrue interest from such date as if it
had been advanced by the Lender to the Borrower hereunder.  12. Indemnity.The Borrower agrees to indemnify and save harmless the Lender and each of
its directors, officers, employees and agents from and against all liabilities,
claims, losses, damages and reasonable costs and expenses in any way caused by
or arising directly or indirectly from or in consequence of the occurrence of
any Event of Default under this Agreement.  13. Notices.In this Agreement:  (a) any notice or
communication required or permitted to be given under this Agreement will be in
writing and will be considered to have been given if delivered by hand,
transmitted by facsimile transmission or mailed by prepaid registered post to
the address or facsimile transmission number of each party set out below:  (i) if
to the Lender:  Longview Capital
Partners Incorporated Suite 2400-1111
West Georgia Street, Vancouver, B.C.,
V6E 4M3 Attention: Damien
Reynolds Fax No:
  (604) 694.2990  (ii) if
to the Borrower:  Buffalo Gold
Ltd. Suite 2400-1111
West Georgia Street, Vancouver, B.C.,
V6E 4M3 Attention: Brian
McEwen Fax No:
  (604) 685.2536  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
183 ______________________________________________________________________________________________________     or to such other
address or facsimile transmission number as any party may designate in the
manner set out above; and  (b) notice or
communication will be considered to have been received:  (i) if delivered by
hand during business hours on a Business Day, upon receipt by a responsible
representative of the receiver, and if not delivered during business hours, upon
the commencement of business on the next Business Day;  (ii) if sent by
facsimile transmission during business hours on a Business Day, upon the sender
receiving confirmation of the transmission, and if not transmitted during
business hours, upon the commencement of business on the next Business Day;
and  (iii) if mailed by
prepaid registered post upon the fifth Business Day following posting; except
that, in the case of a disruption or an impending or threatened disruption in
postal services every notice or communication will be delivered by hand or sent
by facsimile transmission.  14. Assignment.The Borrower acknowledges and agrees that the Lender may assign all or part
of the Loan, this Agreement and all collateral agreements, documents or
instruments delivered hereunder to one or more assignees, subject only to the
Lenders notification of such assignment or assignments being given in writing
to the Borrower.  15. Enurement.This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.  16. Waivers.No failure or delay on the Lender's part in exercising any power or right
hereunder will operate as a waiver thereof.  17. Remedies are
Cumulative.The Lender's rights and remedies hereunder are cumulative and
not exclusive of any rights or remedies at law or in equity.  18. Time.Time
is of the essence of this Agreement and all documents or instruments delivered
hereunder.  19. Criminal Code
Compliance.In this paragraph the terms "interest", "criminal rate" and
"credit advanced" have the meanings ascribed to them in Section 347 of the
Criminal Code (Canada) as amended from time to time. The Borrower and the Lender
agree that, notwithstanding any agreement to the contrary, no interest on the
Loan or the credit advanced by the Lender under this Agreement will be payable
in excess of that permitted under the laws of Canada. If the effective rate of
interest, calculated in accordance with generally accepted actuarial practices
and principles, would exceed the criminal rate on the credit advanced, then:  (a) the elements of
return which fall within the term "interest" will be reduced to the extent
necessary to eliminate such excess;  (b) any remaining
excess that has been paid will be credited towards prepayment of the Loan; and  (c) any overpayment
that may remain after such crediting will be returned forthwith to the Borrower
upon demand, and, in the event of dispute, a Fellow of the Canadian Institute of
Actuaries appointed by the Lender will perform the relevant calculations and
determine the reductions, modifications and credits necessary to effect the
foregoing and the same will be conclusive and binding on the parties. This
Agreement, the Note and all related agreements and documents will automatically
be modified to reflect such modifications without the necessity of any further
act or deed of the Borrower and the Lender to give effect to them.  20. Invalidity.If at any time any one or more of the provisions hereof is or becomes
invalid, illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions hereof will not in any
way be affected or impaired thereby to the fullest extent possible by law.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
184 ______________________________________________________________________________________________________    21. Governing
Laws.This Agreement will be governed by and interpreted in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
therein. The Borrower and the Lender submit to the non-exclusive jurisdiction of
the Courts of the Province of British Columbia and agree to be bound by any
suit, action or proceeding commenced in such Courts and by any order or judgment
resulting from such suit, action or proceeding, but the foregoing will in no way
limit the right of the Lender to commence suits, actions or proceedings based on
this Agreement in any jurisdiction it may deem appropriate.  22. Amendment.This Agreement may be varied or amended only by or pursuant to an agreement
in writing signed by the parties hereto.  23. Schedules.All Schedules attached hereto will be deemed fully a part of this
Agreement.  24. Currency.All references herein to "dollars" or "$" are to Canadian dollars, unless
otherwise indicated.  25. Counterparts.This Agreement may be signed in one or more counterparts, originally or by
facsimile, each such counterpart taken together will form one and the same
agreement.  TO EVIDENCE THEIR AGREEMENT each of
the parties has executed this Agreement on the date first above written.  LONGVIEW CAPITAL PARTNERS
INC.  Per:  _______________________________ Authorized Signatory  BUFFALO GOLD LTD.  Per:  ______________________________ Authorized Signatory                       ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
185 ______________________________________________________________________________________________________    SCHEDULE "A"  PROMISSORY
NOTE  Principal Amount: CAD$200,000  For value received, BUFFALO GOLD LTD.
(the "Borrower") hereby promises to pay to KYOTO PLANET GROUP INC. (the
"Lender") the principal sum of TWO HUNDRED THOUSAND CANADIAN DOLLARS
(CAD$200,000) on the earlier of:  (a) upon the demand
of the Lender; or  (b) the occurrence of
an Event of Default (as defined in the Loan Agreement between the Borrower and
the Lender dated for reference November 28, 2007),  together with interest accruing on
the outstanding principal amount from the date hereof at a rate of EIGHT PERCENT
(8%) per annum, compounded annually, before and after each of maturity, default
and judgment, payable monthly on the last Business Day of every month commencing
November 30, 2007. All payments under this promissory note will be made by
certified cheque, bank draft or wire transfer (pursuant to wire transfer
instructions provided by the Lender from time to time) and delivered to the
Lender at Suite 2400-1111 West Georgia Street, Vancouver, B.C., V6E 4M3. All
payments made by the Borrower will be applied first to interest, bonus and any
other costs or charges owed to the Lender, then to principal.  The undersigned is entitled to prepay
this promissory note, in whole or in part, without notice or penalty. The
undersigned waives demand and presentment for payment, notice of non-payment,
protest, notice of protest and notice of dishonour. This promissory note will be
governed by and construed in accordance with the laws of British Columbia and
the federal laws of Canada applicable therein. In this promissory note,
Business Day means a day which is not a Saturday, Sunday or a statutory
holiday in British Columbia.  Dated: November 28, 2007.  BUFFALO GOLD LTD.  Per:  ______________________________ Authorized Signatory              ____________________________________________________________________________         ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
186 ______________________________________________________________________________________________________    EXHIBIT 4.AS:
  ARRANGEMENT AGREEMENT AMONG THE COMPANY, 6833268 CANADA INC. AND SARGOLD RESOURCE CORPORATION
DATED AUGUST 31, 2007 ____________________________________________________________________        ARRANGEMENT
AGREEMENT  AMONG  BUFFALO GOLD
LTD.  AND  6833268 CANADA
INC.  AND  SARGOLD RESOURCE
CORPORATION    AS OFAUGUST 31,
2007                       ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
187 ______________________________________________________________________________________________________    TABLE OF CONTENTS ARTICLE 1
INTERPRETATION 1 1.1 DEFINITIONS 1 1.2 INTERPRETATION
NOT AFFECTED BY HEADINGS, ETC. 9 1.3 RULES
OF CONSTRUCTION 9 1.4 DATE
FOR ANY ACTION 10 1.5 SCHEDULES 10 ARTICLE 2
THE ARRANGEMENT 10 2.1 ARRANGEMENT 10 2.2 EFFECTIVE
DATE 11 2.3 FILING
OF FINAL ORDER 11 2.4 SARGOLD
CIRCULAR 11 2.5 SARGOLD
MEETING 11 2.6 SECURITIES
COMPLIANCE 11 2.7 PREPARATION
OF FILINGS 11 2.8 SOLICITATION
OF PROXIES 13 ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SARGOLD 13 3.1 ORGANIZATION
AND STANDING 13 3.2 CAPITALIZATION 14 3.3 AUTHORITY
AND NO CONFLICTS 15 3.4 CONSENT
AND APPROVALS 16 3.5 NO
DEFAULTS 17 3.6 ABSENCE
OF CERTAIN CHANGES OR EVENTS 17 3.7 REPORTS
AND FINANCIAL STATEMENTS 17 3.8 CONTRACTS 19 3.9 LITIGATION 19 3.10 ENVIRONMENTAL 19 3.11 TAX
MATTERS 20 3.12 EMPLOYMENT
MATTERS 21 3.13 PENSION
AND EMPLOYEE BENEFITS 23 3.14 COMPLIANCE
WITH LAWS AND PERMITS 23 3.15 INTELLECTUAL
PROPERTY 24 3.16 INSURANCE 25 3.17 PROPERTY 25 3.18 BROKERAGE
AND FINDERS FEES 25 3.19 BOOKS
AND RECORDS 25 3.20 FAIRNESS
OPINION 26 3.21 BUSINESS
OPPORTUNITIES 26 3.22 ADDITIONAL
UNITED STATES REPRESENTATIONS 26 ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUFFALO 27 4.1 ORGANIZATION
AND STANDING 27 4.2 CAPITALIZATION 27 4.3 AUTHORITY
AND NO CONFLICTS 29 4.4 CONSENTS
AND APPROVALS OTHER THAN: 30 4.5 NO
DEFAULTS 30 4.6 ABSENCE
OF CERTAIN CHANGES OR EVENTS 30 4.7 REPORTS
AND FINANCIAL STATEMENTS 31 4.8 CONTRACTS 32 4.9 COMPLIANCE
WITH LAWS AND PERMITS 32 4.10 LITIGATION 32 4.11 BROKERAGE
AND FINDERS FEES 32 4.12 BOOKS
AND RECORDS 33 4.13 ENVIRONMENTAL 33 4.14 INSURANCE 33 4.15 TAX
MATTERS 33 4.16 PROPERTY 34  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
188 ______________________________________________________________________________________________________     ARTICLE 5
COVENANTS AND AGREEMENTS 35 5.1 COVENANTS
OF SARGOLD 35 5.2 COVENANTS
OF BUFFALO AND SUBCO 41 5.3 ACCESS
TO INFORMATION 45 5.4 COVENANTS
REGARDING NON-SOLICITATION 46 5.5 RIGHT
TO MATCH 47 5.6 PRE-ACQUISITION
REORGANIZATIONS 48 5.7 PROXIES
RECEIVED AND DISSENT NOTICES 48 5.8 CLOSING
MATTERS 49 5.9 PRIVACY
MATTERS 49 ARTICLE 6
CONDITIONS 50 6.1 MUTUAL
CONDITIONS 50 6.2 ADDITIONAL
CONDITIONS TO THE OBLIGATIONS OF BUFFALO AND SUBCO 51 6.3 ADDITIONAL
CONDITIONS TO THE OBLIGATIONS OF SARGOLD 52 6.4 SATISFACTION
OF CONDITION 53 ARTICLE 7
AMENDMENT AND TERMINATION 53 7.1 AMENDMENT 53 7.2 TERMINATION 53 7.3 EFFECT
OF TERMINATION 54 7.4 TERMINATION
FEE PAYMENT TO SARGOLD 55 7.5 TERMINATION
FEE PAYMENT TO BUFFALO 55 7.6 EFFECT
OF PAYMENTS 55 ARTICLE 8
GENERAL 55 8.1 INVESTIGATION 55 8.2 NOTICE 55 8.3 ASSIGNMENT 57 8.4 BINDING
EFFECT 57 8.5 THIRD-PARTY
BENEFICIARIES 57 8.6 WAIVER
AND MODIFICATION 57 8.7 NO
PERSONAL LIABILITY 57 8.8 FURTHER
ASSURANCES 57 8.9 EXPENSES 57 8.10 PUBLIC
ANNOUNCEMENTS 58 8.11 GOVERNING
LAWS AND CONSENT TO JURISDICTION 58 8.12 REMEDIES 58 8.13 TIME
OF ESSENCE 58 8.14 ENTIRE
AGREEMENT 58 8.15 SEVERABILITY 58 8.16 COUNTERPARTS 59                 ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
189 ______________________________________________________________________________________________________    ARRANGEMENT AGREEMENT THIS ARRANGEMENT AGREEMENT dated as of August 31, 2007, is
entered into among Buffalo Gold Ltd., a corporation existing under the laws of
the Province of Alberta (Buffalo), 6833268 Canada Inc. a corporation
existing under the laws of Canada (Subco) and Sargold Resource
Corporation, a corporation existing under the laws of Canada
(Sargold). RECITALS A. The parties have agreed to undertake an arrangement under section
192 of the Canada Business Corporations Act, R.S.C. 1985, chapter C-44,
as amended, together with all regulations adopted thereunder (the CBCA)
and upon the terms and conditions set forth herein; B. Section 192(1)(b) of the CBCA permits arrangements constituting an
amalgamation; C. Subco and Sargold have agreed to effect an amalgamation pursuant
to the Plan of Arrangement on the terms and conditions herein set forth. D. Subco is wholly-owned by Buffalo; E. The board of directors of Buffalo has determined that the
Arrangement is advisable and in the best interest of Buffalo and has approved
this Agreement, the Plan of Arrangement and the transactions contemplated
herein. F. The board of directors of Sargold has determined that the
Arrangement is advisable and in the best interest of Sargold and has approved
this Agreement, the Plan of Arrangement and the transactions contemplated herein
and determined to recommend approval of the Arrangement to the Sargold
Shareholders. NOW THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein, the parties hereto agree as follows:    ARTICLE
1INTERPRETATION  1.1 Definitions  In this Agreement, unless the context
otherwise requires, the following terms will have the following meanings
respectively: 1933 Act means the United States Securities Act of
1933, as amended. 1934 Act means the United States Securities Exchange
Act of 1934, as amended. Acquisition Proposal means any form of agreement,
arrangement or understanding or any inquiries, proposals or transactions
directly or indirectly involving Sargold and/or its Subsidiaries regarding any
merger, amalgamation, arrangement, restructuring, take-over bid, tender offer,
exchange offer, sale or purchase of substantial assets of Sargold or any of its
Subsidiaries, any acquisition of beneficial ownership (as defined in the BCSA)
of 20% or more of the Sargold Shares in a single transaction or a series of
related transactions, any acquisition by Sargold of any assets or capital stock
of another person (other than acquisitions of assets or capital stock of any
other person that are not, individually or in the aggregate material to Sargold
and its Subsidiaries, taken as a whole), any business combination, liquidation,
reorganization or recapitalization or any similar transaction or series of
related or similar transactions which would have the effect of any of the
foregoing. affiliate has the meaning ascribed thereto in the CBCA
unless otherwise expressly stated herein. Agreement means this Agreement including the Schedules
hereto as the same may be amended from time to time. Amalco means the corporation resulting from the
amalgamation of the Amalgamating Companies.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
190 ______________________________________________________________________________________________________    Amalgamating Companies means Subco and Sargold. Amalgamation means the amalgamation between Subco and
Sargold to occur pursuant to the Arrangement. Arrangement means the arrangement under section 192 of
the CBCA on the terms and conditions set forth in the Plan of Arrangement. Articles of Arrangement means the Articles of Arrangement
with respect to the Arrangement to be tiled with the Director in the form agreed
by the Parties; Arrangement Resolution means the special resolution of
the Sargold Shareholders approving the Arrangement to be considered at the
Sargold Meeting, substantially in the form and content of Schedule B attached
hereto. applicable privacy laws means any and all applicable Laws
relating to privacy and the collection, use and disclosure of Personal
Information in all applicable jurisdictions, including but not limited to the
Personal Information Protection Act (British Columbia) and/or any other
comparable federal or provincial law. BCSA means the Securities Act (British Columbia)
and the rules, regulations and policies made thereunder, as may be amended from
time to time. Buffalo has the meaning ascribed thereto in the
preamble. Buffalo Permits means those material franchises, grants,
authorizations, licenses, permits, easements, variances, exemptions, consents,
certificates, approvals and orders, which are necessary to own, lease and
operate the Buffalo Properties and to lawfully carry on the respective
businesses of Buffalo and its Subsidiaries as they are now being conducted. Buffalo Disclosure Letter means that certain letter of
disclosure dated as of the date of this Agreement and signed by an authorized
officer of Buffalo and delivered by Buffalo to Sargold on or prior to the date
of this Agreement. Buffalo Documents has the meaning ascribed thereto in
Section 4.7(a). Buffalo Options means Buffalo Share purchase options. Buffalo Properties means all properties and assets of
Buffalo and its Subsidiaries, real and personal, immovable and moveable,
tangible and intangible including leasehold interests. Buffalo Securities means Buffalo Shares, Buffalo Options
and Buffalo Warrants. Buffalo Shareholders means the holders of the Buffalo
Shares. Buffalo Shares means common shares in the capital of
Buffalo, including common shares issued and outstanding as of the date hereof
and common shares to be issued under the Arrangement to Sargold
Shareholders. Buffalo SRA Reports means all forms, reports, schedules,
statements, news releases and other documents required to be filed by Buffalo
with Canadian and United States securities regulatory authorities. Buffalo Stock Plan means Buffalos existing stock option
plan, which provides for the issuance and grant of options to purchase Buffalo
Shares. Buffalo Warrants means warrants entitling the holders
thereof to purchase common shares in the capital of Buffalo. Business Day means any day on which commercial banks are
generally open for business in Vancouver, British Columbia other than a Saturday
a Sunday or a day observed as a holiday in Vancouver British Columbia under the
Laws of the Province of British Columbia or the federal Laws of Canada.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
191 ______________________________________________________________________________________________________    CBCA means the Canada Business Corporations Act
including all regulations made thereunder, as may be amended from time to
time. Certificate of Arrangement means the Certificate of
Arrangement issued by the Director under sections 192(7) and 262 of the
CBCA. Circular means the notice of the Sargold Meeting and
accompanying management proxy circular, including all schedules and exhibits
thereto, to be sent by Sargold to the Sargold Shareholders in connection with
the Sargold Meeting. Confidentiality Agreement means the confidentiality
agreement date May 14, 2007 between Buffalo and Sargold. constating documents means, with respect to any person,
the certificate and articles of incorporation, by-laws, articles of
organization, limited liability company agreement, partnership agreement,
formation agreement, joint venture agreement, unanimous shareholder agreement or
declaration or other similar governing documents of such person. Contaminant means any pollutants, explosives, dangerous
goods and substances, underground or above ground storage tanks, deleterious
substances, special waste, liquid waste, industrial waste, hauled liquid waste
or waste of any other kind, toxic substances, hazardous wastes, hazardous
materials, hazardous substances or contaminants or any other substance the
storage, manufacture, disposal, handling, treatment, generation, use, transport
or release into the environment of which is prohibited, controlled or regulated
under any Environmental Law. Court means The Supreme Court of British Columbia,
Vancouver Registry. date of this Agreement means August 31, 2007. Director means the person appointed as Director
pursuant to section 260 of the CBCA. Dissent Rights means the rights of dissent with respect
to the Arrangement pursuant to Section 190 of the CBCA and the Plan of
Arrangement. Easements means any material easements, rights of way,
permits, servitudes, licenses, leasehold estates and similar rights relating to
real property used by Sargold and each of its Subsidiaries in its respective
businesses. Effective Date means the date set forth in the
Certificate of Arrangement. Effective Time means 8:00 a.m. (Vancouver time) on the
Effective Date. Environmental Activity means any activity, event or
circumstance in respect of a Contaminant, including, without limitation, its
storage, use, holding, collection, purchase, accumulation, assessment,
generation, manufacture, construction, processing, treatment, stabilization,
disposition, handling or transportation, or its Release, escape, leaching,
dispersal or migration into the natural environment, including the movement
through or in the air, soil (land surface or subsurface strata), surface water
or groundwater. Environmental Law means any and all Laws in effect on the
date of this Agreement relating to pollution or the environment or any
Environmental Activity. Environmental Permits means, collectively, all permits,
licences, certificates, variances, remediation orders and authorizations of or
any registration with, any Governmental Entity pursuant to any Environmental
Law. Fairness Opinion means the opinion of Evans & Evans,
Inc. dated August 31, 2007 relating to the fairness, from a financial point of
view, to the Sargold Shareholders of the Arrangement, a copy of which has been
delivered to Buffalo. Final Order means the final order of the Court granting
final approval of the Plan of Arrangement, confirming the fairness of the terms
and conditions thereof, confirming compliance with the terms of the Interim
Order and authorizing and directing the implementation of the Arrangement.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
192 ______________________________________________________________________________________________________    Governmental Entity means any: (a) multinational, federal, provincial, territorial, state, regional,
municipal, local or other government, governmental or public department, central
bank, court, tribunal, arbitral body, commission, board, bureau or agency,
domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the
foregoing, or (c) quasi-governmental or private body exercising any regulatory,
expropriation or taxing authority under, or for the account of, any of the
foregoing. holders means, when used with reference to the Sargold
Securities, the Sargold Shareholders, Sargold Optionholders or Sargold
Warranthohders, as the case may be. Intellectual Property Rights means those patents, patent
rights, trademarks, trade names, service marks, copyrights and any applications
therefore, technology, know-how, computer software and applications and tangible
or intangible proprietary information or materials, that are material to and
used in the business of Sargold and its Subsidiaries as presently conducted. Interim Order means the interim order of the Court made
pursuant to subsection 192(4) of the CBCA in connection with the approval of the
Plan of Arrangement, following application therefor pursuant to section 2.1
hereof, and setting such conditions and directions for final approval as the
Court may direct. knowledge means, with respect to either Buffalo or
Sargold, the knowledge of the chief executive officer or chief financial officer
of such party after reasonable inquiry; provided that reasonable inquiry will
not require the inquiry of any third party (other than the respective
representatives, directors, officers, employees, agents and advisors of such
party and its Subsidiaries). Laws means all statutes, regulations, statutory rules,
policies, orders, and terms and conditions of any grant of approval, permission,
authority or license of any court, Governmental Entity, statutory body or
self-regulatory authority (including the TSXV), and the term applicable with
respect to such Law and in the context that refers to one or more persons, means
that such Law applies to such person or persons or its or their business,
undertaking, property or securities and emanates from a Governmental Entity,
statutory body or regulatory authority having jurisdiction over the person or
persons or its or their business, undertaking, property or securities. Lien means any mortgage, hypothec, prior claim, lien,
pledge, assignment for security, security interest, lease, option, right of
third parties or other charge or encumbrance, including the lien or retained
title of a conditional vendor, and any easement, servitude, right of way or
other encumbrance on title to real or immovable property or personal or movable
property. Mailing Date means the date by which the Circular must be
mailed in order to have the Sargold Meeting on or before October 31, 2007 in
accordance with the constating documents of Sargold and applicable Laws. Material Adverse Effect, when used in connection with
Buffalo or Sargold, means any change, effect, circumstance, event or occurrence
with respect to its condition (financial or otherwise), properties, assets,
liabilities, obligations (whether absolute, accrued, conditional or otherwise),
businesses or results of operations and those of its respective Subsidiaries,
taken as a whole, that is, or would be reasonably expected to be, material and
adverse to the current or future business, operations, financial condition or
results of operations of Buffalo or of Sargold, as the ease may be, and its
respective Subsidiaries taken as a whole; provided, however, that a Material
Adverse Effect will not include with respect to either Buffalo or Sargold, any
such change, effect, event or occurrence directly or indirectly arising out of
or attributable to: (a) any decrease in the market price of Buffalo Shares in the case of
Buffalo or of Sargold Shares in the case of Sargold; or (b) any decrease in the price of gold.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
193 ______________________________________________________________________________________________________    Meeting Date means the date on which the Sargold Meeting
is held. Minority Shareholders means the holders of Sargold Shares
whose votes may be included in the determination of minority approval of the
Arrangement in accordance with OSC Rule 61-501. OSC Rule 61-501 means Rule 61-501 - Insider Bids,
Issuer Bids, Business Combinations and Related Party Transactions, as
amended, of the Ontario Securities Commission. Misrepresentation has the meaning given to such term in
the BCSA. person includes any individual, firm, partnership, joint
venture, venture capital fund, limited liability company, unlimited liability
company, association, trust, trustee, executor, administrator, legal personal
representative, estate, group, body corporate, corporation, unincorporated
association or organization, Governmental Entity, syndicate or other entity,
whether or not having legal status. Personal Information means information about an
individual transferred to Buffalo by Sargold as a condition of the Arrangement,
other than an individuals name, position name or title, business telephone
number, business address, business email and business fax number. Plan of Arrangement means the plan of arrangement on
substantially the terms and conditions set forth in Schedule A hereto, with such
revisions and amendments thereto as are adopted or approved pursuant to the
terms of this Agreement. Release means discharge. spray, inject, inoculate,
abandon, deposit, spill, leak, seep, migrate, pour, emit, empty, throw, dump,
place or exhaust, and when used as a noun has a similar meaning. Representatives means the officers, directors, employees,
agents and advisors (including financial advisors, counsel and accountants) and
other authorized representatives of Sargold or Buffalo, as the case may be. Required Regulatory Approvals means those sanctions,
rulings, consents, orders, exemptions, permits and other approvals (including
the lapse. without objection, of a prescribed time under a statute or regulation
that states that a transaction may be implemented if a prescribed time lapses
following the giving of notice without an objection being made) of Governmental
Entities, or self-regulatory organizations (including the TSXV) required to be
obtained under applicable Laws to complete the Arrangement including those set
out in Schedule C attached hereto. Response Period means a period of five Business Days from
the date on which Buffalo, pursuant to Section 5.4(f), received from Sargold
both a copy of a Superior Proposal together with written notice from Sargold
that the board of directors of Sargold determined, subject only to compliance
with Article 5 hereof, to accept, approve recommend or enter into a binding
agreement to proceed with the Superior Proposal. Sargold has the meaning ascribed thereto in the
Preamble. Sargold Disclosure Letter means that certain letter of
disclosure dated as of the date of this Agreement and signed by an authorized
officer of Sargold and delivered by Sargold to Buffalo on or prior to the date
of this Agreement. Sargold Documents has the meaning ascribed thereto in
Section 3.7(a). Sargold Meeting means the special meeting of Sargold
Shareholders, including any adjournment, adjournments, postponement or
postponements thereof, to be called and held to consider the Arrangement
Resolution. Sargold Options means the Sargold Share purchase options
granted under the Sargold Share Option Plan. Sargold Optionholders means the holders of Sargold
Options.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
194 ______________________________________________________________________________________________________    Sargold Permits those material franchises, grants,
authorizations, licenses, permits, easements, variances. exemptions, consents,
certificates, approvals and orders, which are necessary to own, lease and
operate the Sargold Properties and to lawfully carry on the respective
businesses of Sargold and its Subsidiaries as they are now being conducted. Sargold Plans means any employee benefit, health,
welfare, supplemental unemployment benefit, bonus, incentive, pension, profit
sharing, deferred compensation, stock compensation, stock purchase, retirement,
hospitalization insurance, medical, dental, legal, disability and similar plans
or arrangements or practices, whether written or oral, which Sargold or any of
its Subsidiaries sponsor, contribute or maintain. Sargold Properties means all properties and assets of
Sargold and its Subsidiaries, real and personal, immovable and movable, tangible
and intangible, including leasehold interests. Sargold Securities means the Sargold Shares, Sargold
Options and Sargold Warrants. Sargold Securityholders means holders of Sargold
Securities. Sargold Shareholders means the holders of Sargold
Shares. Sargold Shares means common shares in the capital of
Sargold. Sargold Share Option Plan means Sargolds Share Option
Plan as of August 31, 2007. Sargold SRA Reports means all forms, reports, schedules,
statements, news releases and other documents required to be filed by Sargold
with Canadian securities regulatory authorities. Sargold Warrantholders means the holders of Sargold
Warrants. Sargold Warrants means the issued and outstanding
warrants entitling the holders thereof to purchase common shares in the capital
of Sargold. SEC means the United States Securities and Exchange
Commission. Subco has the meaning attributed to that term in the
Preamble. Subsidiary has the meaning attributed to that term in the
CBCA and in respect of Sargold, means those corporations set out in Schedule D
and in respect of Buffalo, means those corporations set out in Schedule E. Superior Proposal means a bona fide, written
Acquisition Proposal received after the date hereof that: (a) did not result from a breach of any agreement between the person
making such Acquisition Proposal and Sargold or any of its Subsidiaries, or a
breach by Sargold under Section 5.4 hereof; (b) involves substantially all of the outstanding equity of Sargold or
substantially all of the consolidated assets of Sargold; and (c) in respect of which the board of directors of Sargold determines
in its good faith judgement, after consultation with its financial advisors and
its outside legal counsel (which outside legal counsel shall have advised the
board of directors of Sargold that failing to take any such action would be
inconsistent with the performance of its duties under applicable Law) that there
is a reasonable likelihood that any required financing will be obtained and that
such Acquisition Proposal would, if consummated in accordance with its terms,
result in a transaction that: (i) is reasonably capable of completion in accordance with its terms
without undue delay, taking into account all legal, financial, regulatory,
financing and other aspects of such Acquisition Proposal and the person making
such Acquisition Proposal; and  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
195 ______________________________________________________________________________________________________    (ii) is more favourable to Sargold Securityholders than the
Arrangement, taking into account any approval requirements and all other
financial, legal, regulatory and other aspects of such Acquisition Proposal. Tax and Taxes means, with respect to any person,
all income taxes (including any tax on or based upon net income, gross income,
income as specially defined, earnings, profits or selected items of income,
earnings or profits) and all capital taxes, gross receipts taxes, environmental
taxes, sales taxes, use taxes, ad valorem taxes, value added taxes,
transfer taxes, franchise taxes, license taxes, withholding taxes, payroll
taxes, employment taxes, pension plan premiums for government administered
pension plans, excise, severance, social security premiums, workers
compensation premiums, unemployment insurance or compensation premiums, stamp
taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes,
alternative or add-on minimum taxes, goods and services tax, customs duties or
other taxes, fees, imports, assessments or charges of any kind whatsoever,
together with any interest and any penalties or additional amounts imposed by
any taxing authority (domestic or foreign) on such entity, and any interest,
penalties, additional taxes and additions to tax imposed with respect to the
foregoing.  Tax Returns includes all returns, reports, declarations,
designations, elections, notices, filings, forms, statements and other documents
(whether in tangible, electronic or other form) and including any amendments,
schedules, attachments, supplements, appendices and exhibits thereto, made,
prepared. filed or required to be made, prepared or filed with any Governmental
Entity in respect of Taxes. Termination Date means November 30, 2007. Termination Fee means a fee equal to $1,000,000. TSXV means the TSX Venture Exchange.  1.2 Interpretation
Not Affected by Headings, etc.  The division of this Agreement into
articles, sections and other portions and the insertion of headings are for
convenience of reference only and will not affect the construction or
interpretation hereof.  Unless otherwise indicated all references to an
Article or Section followed by a number or a letter refer to the specified
Article or Section of this Agreement. The terms this Agreement, hereof,
herein and hereunder and similar expressions refer to this Agreement
(including the Schedules hereto) and not to any particular Article, Section or
other portion hereof.   1.3 Rules of
Construction  Unless otherwise specifically
indicated or the context otherwise requires:  (a) all references to dollars or $ mean Canadian dollars, (b) words importing the singular will include the plural and vice
versa and words importing any gender will include all genders, and (c) include, includes and including will be deemed to be
followed by the words without limitation.  1.4 Date For Any
Action  In the event that any date on which
any action is required to be taken hereunder by any of the parties hereto is not
a Business Day, such action will be requited to be taken on the next succeeding
day that is a Business Day.   1.5 Schedules  The following Schedules are attached
to this Agreement and are hereby incorporated by reference into this Agreement
and form part hereof:  Schedule A - Plan of Arrangement Schedule B - Form of Arrangement Resolution Schedule C - Required Regulatory Approvals Schedule D - Sargold Subsidiaries Schedule E - Buffalo Subsidiaries   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
196 ______________________________________________________________________________________________________    ARTICLE 2THE ARRANGEMENT     2.1 Arrangement  The parties agree to effect the
Arrangement pursuant to the provisions of section 192 of the CBCA on the terms
and subject to the conditions contained in this Agreement and the Plan of
Arrangement. As soon as practicable, but in any event not later than September
13, 2007, or such later date as the parties may agree, Subco and Sargold will
apply to the Court pursuant to subsection 192(3) of the CBCA for an Interim
Order providing for, among other things, the calling and holding of the Sargold
Meeting for the purpose of considering and, if deemed advisable, approving the
Arrangement. If the Arrangement is approved at the Sargold Meeting in accordance
with the Interim Order, Subco and Sargold will take, as soon as reasonably
possible, the necessary steps to submit the Arrangement to the Court and apply
for the Final Order in such fashion as the Court may direct approving the
Arrangement subject to the satisfaction, waiver or release of the conditions set
forth in Article 6. If the Final Order is obtained, subject to the satisfaction,
waiver or release of the conditions set forth in Article 6, Subco and Sargold
will file the Final Order, together with all supporting documents, for
acceptance by the Director to give effect to the Arrangement pursuant to section
192 of the CBCA.   2.2 Effective Date  The Arrangement shall become
effective at the commencement of the day on the Effective Date.   2.3 Filing of Final
Order  Subject to compliance with the
provisions of this Agreement, the parties shall coordinate the filing with the
Director of the Final Order, and all other required documentation, on a timely
basis prior to October 31, 2007 in order that the Effective Date as determined
by subsection 262(3) of the CBCA is on a date specified by Subco and Sargold,
which date will be on or before October 31, 2007.   2.4 Sargold
Circular  As promptly as reasonably practicable
following the Initial Order Sargold will prepare and distribute to the Sargold
Shareholders the Circular together with any other documents required by the
Interim Order, the CBCA, the BCSA or other applicable Laws in connection with
the approval of the Arrangement Resolution, by the Sargold Shareholders at the
Sargold Meeting. Sargold will give Buffalo timely opportunity to review and
comment on all such documentation and all such documentation will be reasonably
satisfactory to Buffalo before it is filed or distributed to Sargold
Shareholders, incorporating therein all reasonable comments made by Buffalo and
its counsel. If Buffalo has advised Sargold in writing of matters required
pursuant to Section 5.2(b)(ii) prior to the Sargold Meeting, Sargold will
disclose such matters in the Circular (including by amendment or supplement to
the Circular if the Circular has been previously filed or distributed) and such
disclosure will be reasonably satisfactory to Buffalo before it is filed or
distributed to Sargold Shareholders.   2.5 Sargold
Meeting  Sargold will lawfully convene and
hold the Sargold Meeting in accordance with the Interim Order for the purpose of
considering the Arrangement Resolution (and for no other purposed unless agreed
to by Buffalo, acting reasonably) as soon as reasonably practicable following
the Interim Order, and in any event, on or before October 31, 2007, subject to
adjournments or postponements pursuant to Section [5.5(h)].    2.6 Securities
Compliance  Buffalo and Subco will take all steps
as may be commercially reasonably required to cause those Buffalo Securities
issued under the Plan of Arrangement to be issued pursuant to an exemption from
the prospectus and registration requirements of applicable Canadian securities
Laws and in a transaction exempt from registration under the 1933 Act pursuant
to Section 3(a)(10) of the 1933 Act.     ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
197 ______________________________________________________________________________________________________    2.7 Preparation of
Filings  (a) Buffalo, Subco and Sargold will cooperate in: (i) The preparation of any application for any orders, including the
Interim Order and Final Order, and the preparation of any required registration
statements and any other documents reasonably deemed by Buffalo or Sargold to be
necessary to discharge their respective obligations under United States and
Canadian federal, provincial, territorial or state securities Laws in connection
with the Arrangement and the other transactions contemplated hereby; (ii) The taking of all such action as may be required under any
applicable United States and Canadian federal, provincial, territorial or state
securities Laws (including blue sky laws) in connection with the issuance of
the Buffalo Securities under the Arrangement; provided, however, that neither
Buffalo nor Sargold will be required to register or qualify as a foreign
corporation or to take any action that would subject it to service of process in
any jurisdiction where such entity is not now so subject, except as to matters
and transactions arising solely from the issuance of the Buffalo Securities;
and (iii) The taking of all such action as may be required under the CBCA in
connection with the Arrangement and other transactions contemplated by this
Agreement. (b) Each of Buffalo and Sargold will promptly furnish to the other all
information concerning it and its affiliates and securityholders as may be
required to undertake the actions described in Sections 2.1 through 2.6 and the
foregoing provisions of this Section 2.7, and each covenants that no information
furnished by it (to its knowledge in the case of information concerning its
Securityholders, is applicable) in connection with such actions or otherwise in
connection with the consummation of the Arrangement and the other transactions
contemplated by this Agreement will contain any Misrepresentation. (c) Each of Buffalo and Sargold will promptly notify the other if at
any time before or after the Effective Time it becomes aware that the Circular
contains any Misrepresentation, or that otherwise requires an amendment or
supplement to the Circular. In any such event, Buffalo and Sargold will
cooperate in the preparation of any required supplement or amendment to the
Circular or such other document, as the case may be, and, if required by
applicable Law, will cause the same to be distributed to the Sargold
Shareholders or filed with the applicable securities regulatory authorities. (d) Sargold will ensure that the Circular complies with all applicable
Laws and, without limiting the generality of the foregoing, that the Circular
does not contain any misrepresentation (other than with respect to any
information relating to and provided by Buffalo). Buffalo will ensure that the
Circular complies with all applicable Laws with respect to any information
relating to Buffalo and required to be included in the Circular and, without
limiting the generality of the foregoing, that the Circular does not contain any
Misrepresentation relating to such information. Without limiting the generality
of the foregoing, Sargold and Buffalo will ensure that the Circular complies
with National Instrument 51-102 Continuous Disclosure Obligations and
Form 51-1 02F5 thereunder adopted by the Canadian Securities Administrators and
provides Sargold Shareholders with information in sufficient detail to permit
them to form a reasoned judgment concerning the matters to be placed before them
at the Sargold Meeting. (e) Sargold will (with Buffalo and Buffalos counsel) diligently do
all such acts and things as may be necessary to comply, in all material
respects, with National Instrument 54-101 Communications With Beneficial
Owners of Securities of a Reporting Issuer of the Canadian Securities
Administrators in relation to the Sargold Meeting and, without limiting the
generality of the foregoing, will, in consultation with Buffalo, use all
reasonable efforts to benefit from the accelerated timing contemplated by such
policy.  2.8 Solicitation of
Proxies  Sargold agrees that Buffalo may at
any time, directly or through a soliciting dealer, actively solicit proxies in
favour of the Arrangement Resolution, subject to Buffalo complying with any Laws
applicable to the solicitation of proxies.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
198 ______________________________________________________________________________________________________      ARTICLE 3REPRESENTATIONS AND WARRANTIES OF SARGOLD Sargold hereby represents and
Warrants to Buffalo and Subco as follows, in each case except as set forth in
the Sargold Disclosure Letter (each of which exceptions will specifically
identify the relevant section hereof to which it relates):   3.1 Organization
and Standing  (a) Sargold and each of its Subsidiaries has been duly organized or
formed and is validly existing and, to the extent such concept is legally
recognized, in good standing under the Laws of its jurisdiction of
incorporation, organization or formation, as the case may be, with full
corporate or legal power and authority to own, lease and operate the Sargold
Properties and to conduct its businesses as currently owned and conducted. (b) Sargold and each of its Subsidiaries is duly qualified to carry on
business in each jurisdiction in which the nature of the business conducted by
it or the ownership or leasing of the Sargold Properties requires it to so
qualify. (c) Except as set out in section 3.l(c) of the Sargold Disclosure
Letter, neither Sargold nor any of its Subsidiaries is subject to any obligation
or a series of related obligations to provide funds to or make any investment in
(in the form of a loan, capital contribution or otherwise) any person other than
Sargold or a wholly owned Subsidiary of Sargold. (d) Sargold is a reporting issuer in the Provinces of British
Columbia, Alberta, Saskatchewan, Ontario and Quebec, and is not in default in
any material respects of any requirements of the applicable securities Laws of
such provinces. (e) No order (or the equivalent) ceasing or suspending the trading of
its securities or prohibiting the sale of securities by Sargold has been issued
and is in force as of the date hereof and, to the knowledge of Sargold, no
proceedings for this purpose have been instituted or are pending, contemplated
or threatened (f) Sargold has heretofore made available to Buffalo complete and
correct copies of its constating documents as well as the constating documents
of each of its Subsidiaries, in each case as in effect on the date of this
Agreement. (g) Except for its interest in its Subsidiaries, Sargold does not as
of the date of this Agreement own, directly or indirectly, any capital stock,
membership interest, partnership interest, joint venture interest or other
equity interest in any person which is material to Sargold.   3.2 Capitalization   (a) The authorized capital of Sargold consists of an unlimited number
of Sargold Shares and as of the date of this Agreement 77,564,772 Sargold Shares
are issued and outstanding. As of the date of this Agreement, there are
outstanding 5,735,655 Sargold Options entitling Sargold Optionholders to
purchase up to 5,735,655 Sargold Shares and 22,625,000 Sargold Warrants
entitling Sargold Warrantholders to purchase up to 22,625,000 Sargold Shares.
The exercise price and expiry date of the Sargold Options and Sargold Warrants
are as set out in section 3.2(a) of the Sargold Disclosure Letter. (b) All of the Sargold Shares have been duly authorized and are
validly issued and fully paid and non-assessable, were not issued in violation
of pre-emptive or similar rights or any other agreement or understanding binding
upon Sargold and were issued in compliance with the CBCA, all applicable
securities Laws and the constating documents of Sargold. (c) All
of the outstanding shares and other ownership interests of the Subsidiaries of
Sargold which are held, directly or indirectly, by Sargold have been duly
authorized and are validly issued, fully paid and non-assessable, were not
issued in violation of pre-emptive or similar rights and all such shares and
other ownership interests are owned directly or indirectly by Sargold, free and
clear of all Liens, except for restrictions on transfers contained in the
constating documents of such entities.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
199 ______________________________________________________________________________________________________    (d) Except as described in Section 3.2(a) above and as set out in the
Sargold Disclosure Letter, as of the date of this Agreement, there are no
outstanding options, warrants, subscriptions, puts, calls or other rights,
agreements, arrangements or commitments (pre-emptive, contingent or otherwise)
obligating Sargold or any of its Subsidiaries to offer, issue, sell, redeem,
repurchase, otherwise acquire or transfer, pledge or encumber any capital stock
of Sargold or any of its Subsidiaries, nor are there outstanding any securities
or obligations of any kind of Sargold or any of its Subsidiaries which are
convertible into or exercisable or exchangeable for any capital stock of
Sargold, any of its Subsidiaries or any other person and neither Sargold nor any
of its Subsidiaries has any obligation of any kind to issue any additional
securities or to pay for or repurchase any securities. There are not outstanding
as of the date of this Agreement any stock appreciation rights, phantom equity
or similar rights, agreements, arrangements or commitments based upon the book
value, income or any other attribute of Sargold or any of its Subsidiaries. As
of the date of this Agreement there are no outstanding bonds, debentures or
other evidences of indebtedness of Sargold or any of its Subsidiaries having the
right to vote (or that are exchangeable or convertible for or exercisable into
securities having the right to vote) with the holders of the Sargold Shares on
any matter. As of the date of this Agreement, there are no stockholder
agreements, proxies, voting trusts, rights to require registration tinder
securities Laws or other arrangements or commitments to which Sargold or any of
its Subsidiaries is a party or bound with respect to the voting, disposition or
registration of any outstanding securities of Sargold or any of its
Subsidiaries. (e) Since June 30, 2007, except for issuances of Sargold Shares
pursuant to the exercise of Sargold Options and Sargold Warrants there have been
no Sargold Shares or other capital stock, voting securities or securities
convertible or exchangeable therefor issued or purchased for cancellation.  3.3 Authority and
No Conflicts  (a) Sargold has all requisite corporate power and authority to execute
and deliver this Agreement and the other documents related to the transactions
contemplated hereunder and to perform its obligations hereunder and thereunder
and to consummate the transactions contemplated hereby, subject to the approval
of the Arrangement by the Sargold Shareholders. (b) The execution and delivery of this Agreement and the other
documents related to the transactions contemplated hereunder by Sargold and the
consummation by Sargold of the transactions contemplated by this Agreement have
been duly and validly authorized by all necessary corporate action and no other
corporate proceedings on the part of Sargold are necessary to authorize this
Agreement and the other documents related to the transactions contemplated
hereunder or to consummate the transactions contemplated hereby or thereby other
than approval of the Arrangement by the Sargold Shareholders and the approval of
the Circular by the Sargold board of directors. (c) Each of this Agreement and the other documents related to the
transactions contemplated hereunder has been or will be duly and validly
executed and delivered by Sargold and constitutes or will constitute a legal,
valid and binding obligation of Sargold, enforceable against Sargold in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency and other applicable Laws affecting creditors rights generally, and
by general principles of equity. (d) The board of directors of Sargold at a meeting duly called and
held has determined by the affirmative vote of a majority of the directors
voting on the matter: (i) that the Arrangement and the transactions contemplated in this
Agreement are fair to the Sargold Shareholders from a financial point of view
and are in the best interests of Sargold; (ii) to recommend that the Sargold Shareholders vote in favour of the
Arrangement Resolution; and  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
200 ______________________________________________________________________________________________________    (iii) authorizing any director or officer of Sargold, acting alone, to
execute and deliver all documents and do any and all other things required
hereunder or necessary or desirable to give effect to the Arrangement and the
transactions contemplated by this Agreement. (e) Neither the execution and delivery of this Agreement and all other
documents related to the transactions contemplated hereunder by Sargold nor the
performance by it of its obligations hereunder and thereunder and the completion
of the transactions contemplated hereby, will: (i) conflict with, or violate any provision of, the constating
documents of Sargold or any of its Subsidiaries; (ii) subject to receipt of the Required Regulatory Approvals and the
consents, approvals, orders, authorizations, registrations, declarations or
filings referred to in Section 3.4 being made or obtained, violate or breach any
Laws applicable to Sargold or any of its Subsidiaries; (iii) subject to the consents, approvals, orders, authorizations,
registrations, declarations or filings referred to in Section 3.4 being made or
obtained, violate or conflict with or result in the breach of or constitute a
default (or an event that with the giving of notice, the passage of time, or
both would constitute a default) under, or entitle any party (with the giving of
notice, the passage of time or both) to terminate, accelerate, modify, suspend
or call any obligations or rights under any credit agreement, note, bond,
mortgage, indenture, deed of trust, contract, agreement, lease, license,
franchise, permit, concession, easement or other instrument to which Sargold or
any of its Subsidiaries is a party or by which Sargold or any of its
Subsidiaries or their property is bound or subject; or (iv) result in the imposition of any encumbrance, charge or Lien upon
or require the sale or give any person the right to acquire any of the Sargold
Properties or restrict, hinder, impair or limit the ability of Sargold, or any
of its Subsidiaries to carry on their respective businesses as and where they
are now being carried on.     3.4 Consent and
Approvals  Other than: (a) the approval of the Arrangement Resolution by the Sargold
Shareholders; (b) the approval of the Circular by the Sargold board of
directors; (c) any filings required under the CBCA, the BCSA and applicable
securities Laws; and (d) the Required Regulatory Approvals required to be obtained by
Sargold; there are no material consents,
approvals, licenses, permits, orders or authorizations of, or registrations,
declarations or filings with, or permits from, any third party or Governmental
Entity required to be obtained or made by or with respect to Sargold or any of
its Subsidiaries in connection with the execution, performance and delivery of
this Agreement or any other documents related to the transactions contemplated
hereunder by Sargold, the performance of its obligations hereunder or the
consummation by Sargold of the transactions contemplated hereby.   3.5 No Defaults  Except as set out in Section 3.5 of
the Sargold Disclosure Letter, none of Sargold or any of its Subsidiaries or any
other party thereto, is in default under or violation of, and there has been no
event, condition or occurrence which, after notice or lapse of time or both,
would constitute such a default or violation of, any term, condition or
provision of, or permit the termination of:  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
201 ______________________________________________________________________________________________________     (a) their respective constating documents; or (b) any credit agreement, note, bond, mortgage, indenture, contract,
agreement, lease, license, franchise, permit, concession, easement or other
instrument to which Sargold or any of its Subsidiaries is a party or by which
Sargold or any of its Subsidiaries or any of its or their property is bound or
subject.  3.6 Absence of
Certain Changes or Events  Since December 31, 2006, except as
disclosed in the Sargold SRA Reports, Sargold and its Subsidiaries have
conducted their respective businesses only in the ordinary course in a manner
consistent with past practice and there has been no Material Adverse Effect with
respect to Sargold, or any event, occurrence or development which: (a) would be reasonably expected to have a Material Adverse Effect on
Sargold; (b) materially and adversely affects the ability of Sargold to
consummate the transactions contemplated hereby; or (c) would restrict, hinder, impair or limit the ability of Sargold, or
any of its Subsidiaries to carry on their respective businesses as and where
they are now being carried on or as contemplated to be carried on.  3.7 Reports and
Financial Statements   (a) Sargold and its Subsidiaries have filed all Sargold SRA Reports
and all material forms, reports, schedules, statements and other documents
required to be filed with: (i) any other applicable federal, state, provincial or territorial
securities authority, and (ii) any other Governmental Entity, (collectively, the Sargold Documents). (b) Each Sargold Document at the time filed: (i) did not contain any Misrepresentation; and (ii) complied in all material respects with the requirements of
applicable Laws. (c) Sargold has not filed any confidential material change report with
any Canadian securities authority or regulator or any stock exchange that at the
date of this Agreement remains confidential. (d) Except as set, out in Section 3.7(d) of the Sargold Disclosure
Letter, the consolidated financial statements (including, in each case, any
related notes thereto) contained in any Sargold SRA Reports: (i) have been prepared in accordance with Canadian generally accepted
accounting principles applied on a consistent basis during the periods involved
(subject, in the case of unaudited financial statements, to the absence of
notes); (ii) complied in all material respects with the requirements of
applicable securities Laws, (iii) have been prepared in accordance with the books and records of
Sargold; (iv) contain and reflect all necessary adjustments for fair
presentation of the results of operations and the financial condition of the
business of Sargold for the periods covered thereby,  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
202 ______________________________________________________________________________________________________    (v) contain and reflect adequate provision or allowance for all
reasonably anticipated liabilities, expenses and losses of Sargold, and (vi) fairly present, in all material respects, the consolidated
financial position, results of operations and cash flows of Sargold and its
Subsidiaries as of the respective dates thereof and for the respective periods
covered thereby, subject, in the case of unaudited financial statements, to
normal, recurring audit adjustments none of which will be material, individually
or in the aggregate. (e) From December 31, 2006 to the date of this Agreement, there has
been no change by Sargold or its Subsidiaries in their accounting policies,
methods, practices or principles, except as described in the notes thereto with
respect to periods ended prior to the date of this Agreement.   3.8 Contracts  Sargold has made available to Buffalo
true and complete copies of all contracts that are material to the business or
operations of Sargold and its Subsidiaries, all of which contracts are valid and
binding obligations of Sargold or such Subsidiaries that are parties thereto
and, to the knowledge of Sargold, are valid and binding obligations of each
other party thereto.   3.9 Litigation  Except as set out in Section 3.9 of
the Sargold Disclosure Letter:  (a) to the knowledge of Sargold, there are no claims, actions,
proceedings or investigations pending against Sargold or any of its Subsidiaries
or threatened against Sargold or any of its Subsidiaries before any Governmental
Entity (and Sargold and its Subsidiaries have no knowledge of any facts that are
likely to give rise to any such claim, action, proceeding or investigation);
and (b) neither Sargold nor any of its Subsidiaries, nor the Sargold
Properties, is subject to any outstanding judgment, order, writ, injunction or
decree.  3.10 Environmental  Except as disclosed in the Sargold
SRA Reports:  (a) Sargold and its Subsidiaries are in substantial compliance with
all applicable Environmental Laws. (b) In connection with Environmental Activities, there is no material
notice of infraction, action, suit or proceeding or, to the knowledge of
Sargold, pending or threatened against, or in any other manner relating
adversely to, Sargold or its Subsidiaries, or the Sargold Properties, in any
court or before any arbitrator of any kind or before or by any Governmental
Entity. (c) Sargold and its Subsidiaries have not and are not, and to the
knowledge of Sargold no past or present lessee, owner, occupant, or licensee or
other Person has or is, engaged in any Environmental Activity at, upon, under,
over, within or with respect to the real property owned or used by Sargold or
any of its Subsidiaries in material violation of any applicable Environmental
Law which would lead to the imposition of a material liability on, or a
remediation order against, Sargold or a Subsidiary of Sargold . (d) No activities or operations of Sargold or its Subsidiaries are or
have been subject to any judicial, administrative or other proceedings alleging
a material violation of any applicable Environmental Law. (e) No activities or operations of Sargold or its Subsidiaries in
respect of real property owned or used by Sargold or its Subsidiaries are the
subject of a written notice from or, to the knowledge of Sargold, any
investigation by any Governmental Entity requiring material remedial action to
respond to a Release of any Contaminant.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
203 ______________________________________________________________________________________________________    (f) Neither Sargold nor its Subsidiaries have been or is involved in
any operations or Environmental Activity in violation of any applicable
Environmental Law which activities would lead to the imposition of material
liability on, or a remediation order against, Sargold or its Subsidiaries. (g) Neither Sargold nor its Subsidiaries have filed any written notice
or report of a Release of a Contaminant with any Governmental Entity in respect
of the real property owned or used by Sargold or its Subsidiaries or any part
thereof. (h) No order, instruction or direction of any Governmental Entity has
been issued which required Sargold or its Subsidiaries to carry out any material
environmental remediation of the real property owned or used by Sargold under
any applicable Environmental Law.  3.11 Tax
Matters  Except as set out in Section 3.11 of
the Sargold Disclosure Letter:  (a) Sargold and its Subsidiaries have filed, or caused to be flied, on
a timely basis, all Tax Returns required to be filed by them with the
appropriate Governmental Entity (all of which Tax Returns were correct and
complete in all material respects) have paid, or caused to be paid, in a timely
fashion, to the appropriate Governmental Entity, Taxes shown to be due and payable thereon, and have satisfied in full in
all, material respects all withholding, instalment, deposit and remittance
requirements imposed on or with respect to Taxes of Sargold and its
Subsidiaries; (b) Sargolds most recently published financial statements contain an
adequate provision in accordance with Canadian generally accepted accounting
principles for all Taxes payable in respect of each period covered by such
financial statements and all prior periods to the extent such Taxes have not
been paid, whether or not due and whether or not shown as being due on any Tax
Returns. Sargold and its Subsidiaries have made adequate provision in
accordance with Canadian generally accepted accounting principles in their books
and records for any amount of Taxes accruing in respect of any accounting period
of Sargold or its Subsidiaries ending subsequent to the period covered by the
most recent published consolidated financial statements of Sargold; (c) neither Sargold nor its Subsidiaries has received any written
notification that any issue involving an amount of Taxes of Sargold or any of
its Subsidiaries has been raised by (and is currently pending with) a
Governmental Entity, in connection with any Tax Return filed or required to be
flied, and no waivers of statutes of limitations or objections to any
assessments or reassessments involving an amount of Taxes of Sargold or its
Subsidiaries have been given, filed or requested with respect to Sargold or its
Subsidiaries; (d) Sargold and its Subsidiaries have received assessments from the
appropriate Governmental Entity for all Taxes shown on the Tax Returns in
respect of all periods ending prior to December 31, 2006. Neither Sargold nor
its Subsidiaries has received any notice from any Governmental Entity to the
effect that any Tax Return is being examined, and Sargold has no knowledge of
any Tax audit or issue for any period ending prior to December 31, 2006. There
are no proposals to assess or reassess additional Taxes, nor are there any
assessments or reassessments of additional Taxes, of Sargold or its Subsidiaries
for any period ending prior to December 31, 2006; and (e) there are no Tax Liens on any assets of Sargold or its
Subsidiaries. Neither Sargold nor any of its Subsidiaries: (i) has received a refund of any Taxes to which it was not entitled,
or (ii) is
a party to any Tax sharing or other similar agreement or arrangement or any Tax
indemnification agreement of any nature with any other person (other than in
agreements with Sargold or any of its Subsidiaries) pursuant to which Sargold or
any of its Subsidiaries has or could have any material liabilities in respect of
Taxes.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
204 ______________________________________________________________________________________________________    3.12 Employment
Matters  Except as set forth in Section 3.12
of the Sargold Disclosure Letter  (a) neither Sargold nor any of its Subsidiaries is a party to: (i) any written policy, agreement, obligation. understanding or
undertaking providing for severance or termination payments to, or any
employment agreement with, any former or current director, officer or employee;
or (ii) any oral policy, agreement, obligation, understanding or
undertaking providing an entitlement to any former director, officer or employee
to severance or termination payments, except such payments as may be required
under statute or common law; (b) neither Sargold nor any of its Subsidiaries is a party to any
consulting contract, written or oral, providing for compensation of any
individual or entity in excess of 325,000 per calendar year; (c) neither Sargold nor any of its Subsidiaries has agreed to
recognise any union or other collective bargaining representative, nor has any
union or other collective bargaining representative been certified as the
exclusive bargaining representative of any of Sargolds or any of its
Subsidiaries employees. To the knowledge of Sargold, no union organizational
campaign or representation petitions are currently pending with respect to any
of the employees of Sargold or any of its Subsidiaries; (d) all employees and former employees of Sargold and its Subsidiaries
have been, or will have been on or before the Effective Date, paid or amounts in
respect thereof will have been accrued for wages, salaries, commissions,
bonuses, vacation pay, severance and termination pay, sick pay, and other
compensation for all services performed by them or that was accrued by them up
to the Effective Date, in accordance with the obligations of Sargold and its
Subsidiaries under any employment or labour practices and policies except for,
in the case of severance and termination pay, statutory and common law
requirements for payment in lieu of reasonable notice of termination; (e) there are no current, pending or, to the knowledge of Sargold,
threatened proceedings before any board, tribunal, arbitrator or Governmental
Entities or claims with respect to employment and labour Laws, including, but
not limited to, employment and labour standards, unfair labour practices,
employment discrimination, occupational health and safety, employment equity,
pay equity, workers compensation, human rights and labour relations. Sargold
and its Subsidiaries are not subject to any settlement agreement, conciliation
agreement, letter of commitment, deficiency letter or consent decree with any
present or former employee or applicant for employment, labour union or other
employee representative, or any Government Entity or arbitrator relating to
claims of unfair labour practices, employment discrimination, or other claims
with respect to employment and labour practices and policies that would have a
Material Adverse Effect on Sargold and no Government Entity or arbitrator has
issued a judgment, order, decree, injunction, decision, award or finding with
respect to the employment and labour practices or policies of Sargold or its
Subsidiaries which currently has or would be reasonably expected to have a
Material Adverse Effect on Sargold. There are no outstanding assessments,
penalties, fines, liens, charges, surcharges, or other amounts due and owing
pursuant to any workplace safety and insurance legislation by Sargold or any of
its Subsidiaries and they have not been reassessed in any material respect under
such legislation during the past three years and, to the knowledge of Sargold,
no audit is currently being performed pursuant to any applicable workplace
safety and insurance legislation. There are no claims or, to the knowledge of
Sargold, potential claims which may materially and adversely affect accident
cost experience; (f) none of Sargold or any of its Subsidiaries is subject to any claim
for wrongful dismissal, constructive dismissal or any tort claim, actual or, to
the knowledge of Sargold, pending or threatened, or any litigation, actual or,
to the knowledge of Sargold, pending or threatened, relating to employment or
termination of employment of employees or independent contractors;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
205 ______________________________________________________________________________________________________    (g) Sargold and its Subsidiaries have conducted their business in
accordance with all applicable Laws with respect to employment and labour,
including, but not limited to, employment and labour standards, occupational
health and safety, employment equity, pay equity, workers compensation, human
rights and labour relations; and (h) all
accruals for premiums and assessments for unemployment insurance, health
premiums, Canada Pension Plan premiums, accrued wages, salaries and commissions
and employee benefit plan payments have been reflected in the books and records
of Sargold and its Subsidiaries.   3.13 Pension and
Employee Benefits  Sargold has made available to Buffalo
true and correct copies of all Sargold Plans and:  (a) all of the Sargold Plans are and have been established,
registered, qualified, invested and administered, in all material respects, in
accordance with all applicable Laws, and in accordance with their terms and the
terms of agreements between Sargold or a Subsidiary of Sargold, as the case may
be, and their respective employees. No fact or circumstance exists that could
adversely affect the existing tax status of a Sargold Plan; (b) no commitments to improve or otherwise materially amend any
Sargold Plan have been made except as required by applicable Laws; (c) no insurance policy or any other contract or agreement affecting
any Sargold Plan requires or permits a retroactive increase in premiums or
payments due thereunder; and (d) except as set out in Section 3.13(e) of the Sargold Disclosure
Letter, no employment, severance or termination agreement, other compensation
arrangement or Sargold Plan provides for: (e) payment of a benefit, (i) the increase of a benefit amount; (ii) the acceleration of contributions or funding; (iii) the payment of a contingent benefit; (iv) the acceleration of a payment; (v) vesting of a benefit by reason of the execution of this Agreement;
or (vi) the consummation of the transactions contemplated by the
Arrangement or this Agreement, whether or not some other subsequent action or event would be
required to cause such payment, increase, acceleration, or vesting to be
triggered.  3.14 Compliance with
Laws and Permits  (a) Sargold and its Subsidiaries are in compliance, and at all times
have complied, with all applicable Laws except where such non-compliance was not
and is not material to Sargold and its Subsidiaries or their respective
operations.  To the knowledge of Sargold, no investigation or review by any
Governmental Entity with respect to Sargold or any of its Subsidiaries is
pending or threatened, nor has any Governmental Entity indicated an intention to
conduct the same. (b) Sargold has made available to Buffalo true and complete copies of
all Sargold Permits. (c) To
the knowledge of Sargold, there is no action, proceeding, review or
investigation pending or threatened regarding any of the Sargold Permits. None
of Sargold nor any of its Subsidiaries is in conflict with, or in material
default or violation of any of the Sargold Permits.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
206 ______________________________________________________________________________________________________    3.15 Intellectual
Property  (a) Sargold and its Subsidiaries, directly or indirectly, own, license
or otherwise have legally enforceable rights to use, or can acquire on
reasonable terms and without material expense, all Intellectual Property
Rights.  (b) In the case of Intellectual Property Rights owned by Sargold or
one of its Subsidiaries, either Sargold or one of its Subsidiaries owns such
Intellectual Property Rights free and clear of any material Liens, charges or
encumbrances. Sargold or one of its Subsidiaries has an adequate right to the
use of the Intellectual Property Rights or the material covered thereby in
connection with the services or products in respect of which such Intellectual
Property Rights are being used. (c) Sargold has not received any written notice or claim, nor has it
received any other information, challenging the ownership by Sargold or any of
its Subsidiaries or the validity of any of the Intellectual Property Rights. (d) Sargold has not received any written notice or claim, nor has it
received any other  information, stating that the business of Sargold as
presently conducted infringes or will infringe on any copyright, patent, trade
mark, service mark or trade secret of a third party. (e) Sargold has not received any written notice or claim, nor has it
received any other information, stating that the use by Sargold or any of its
Subsidiaries of the Intellectual Property Rights infringes on any other persons
trademarks, service marks, trade names, trade secrets, copyrights, patents,
technology or know-how and applications. (f) To the knowledge of Sargold, there is no material unauthorized
use, infringement or misappropriation of any of the Intellectual Property Rights
by any third party, including any employee or former employee of Sargold or any
of its Subsidiaries. (g) No intellectual Property Right is subject to any known outstanding
decree, order, judgment, or stipulation restricting in any manner the licensing
thereof by Sargold or any of its Subsidiaries.  3.16 Insurance  Sargold has made available to Buffalo
true and complete copies of all insurance policies held by Sargold and its
Subsidiaries, all of which are in all material respects in full force and effect
in accordance with their terms, no notice of cancellation or termination has
been received, and there is no existing default or event which, with the giving
of notice or lapse of time or both would constitute a default thereunder.
Sargold has not received notice of any fact, condition or circumstance which
might reasonably form the basis of any material claim against Sargold or any of
its Subsidiaries which is not fully covered by insurance (subject to standard
deductibles) maintained by it.   3.17 Property  (a) Section 3.17(a) of the Sargold Disclosure Letter sets forth as of
the date of this Agreement, a true and complete list of all of the Sargold
Properties. (b) Sargold and each of its Subsidiaries as the case may be, has legal
and beneficial, good and marketable title to all of the Sargold Properties
sufficient to carry on their respective business as currently conducted
including all the properties and assets reflected in the balance sheets forming
part of the financial statements contained in the Sargold SRA Reports, except as
indicated in the notes thereto, together with all additions thereto and less all
dispositions thereof in the ordinary course of its business and the Sargold
Properties are held free and clear of all Liens that would have a Material
Adverse Effect. (c) The businesses of Sargold and each of its Subsidiaries have been
and are being operated in a manner that does not violate the terms of any
Easements.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
207 ______________________________________________________________________________________________________    (d) All Easements are valid and enforceable, except as the
enforceability thereof may be affected by bankruptcy, insolvency or other Laws
of general applicability affecting the rights of creditors generally or
principles of equity, and grant the rights purported to be granted thereby and
all rights necessary thereunder for the current operation of such
businesses.  3.18 Brokerage and
Finders Fees  Neither Sargold nor any of its
Subsidiaries, nor any shareholder, director, officer or employee thereof, has
incurred or will incur on behalf of Sargold, any brokerage, finders or similar
fee in connection with the transactions contemplated hereby.   3.19 Books and
Records  (a) The books, records and accounts of Sargold and its Subsidiaries,
in all material respects: (i) have been maintained in accordance with good business practices
and on a basis consistent with prior years, (ii) are stated in reasonable detail and accurately and fairly reflect
the transactions and dispositions of the assets of Sargold and its Subsidiaries;
and (iii) accurately and fairly reflect the basis for Sargolds financial
statements contained in the Sargold SRA Reports.  3.20 Fairness
Opinion  Sargold has received the Fairness
Opinion, which has not been withdrawn, reserved or modified in any material
respect.   3.21 Business
Opportunities  Section 3.20 of the Sargold
Disclosure Letter describes all of the business opportunities for further
mineral property exploration or development in Europe which have been identified
and/or are being pursued by Sargold or any of its Subsidiaries to the date of
this Agreement. Until the earlier of the Effective Date and the termination of
this Agreement in accordance with Article 7 hereof, Buffalo will be entitled to
take any and all actions including, without limitation, the commencement of
appropriate legal proceedings, which it believes are necessary or desirable, to
prevent any director, officer, employee, consultant or other person having
business dealings with Sargold or any of its Subsidiaries from appropriating or
attempting to appropriate such business opportunities for their own benefit in
violation of any fiduciary, contractual or other obligations owed by any of such
persons to Sargold or its Subsidiaries and, upon the request of Buffalo, Sargold
will render its reasonable assistance to Buffalo to enable it to enforce its
rights under this Section [3.23].   3.22 Additional
United States Representations  (a) Sargold , taken as a whole, currently holds less than US$59.7
million of assets (on a fair market value basis) located in the United States,
and had sales in or into the United States of less than US$59.7 million in its
most recently completed fiscal year. (b) As of the date of this Agreement, no class of Sargold securities
is registered or required to be registered pursuant to section 12 of the 1934
Act. (c) Sargold is a foreign private issuer within the meaning of Rule
405 under the 1933 Act. (d) The principal offices of Sargold are not located within the United
States. (e) Sargold is not an investment company within the meaning of the
U.S. Investment Company Act of 1940, as amended.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
208 ______________________________________________________________________________________________________    ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUFFALO Buffalo and Subco each hereby jointly
and severally represent and warrant to Sargold as follows, except as set forth
in the Buffalo Disclosure Letter (each of which exceptions will specifically
identify the relevant section hereof to which it relates):   4.1 Organization
and Standing  (a) Buffalo and each of its Subsidiaries has been duly organized or
formed and is validly existing and, to the extent such concept is legally
recognized, in good standing under the Laws of its jurisdiction of
incorporation, organization or formation, as the case may be, with full
corporate or legal power and authority to own, lease and operate the Buffalo
Properties and to conduct its businesses as currently owned and conducted. (b) Buffalo and each of its Subsidiaries is duly qualified to carry on
business in each jurisdiction in which the nature of the business conducted by
it or the ownership or leasing of the Buffalo Properties requires it to so
qualify. (c) Except as set out in section 4.1(c) of the Buffalo Disclosure
Letter, neither Buffalo nor any of its Subsidiaries is subject to any obligation
or a series of related obligations to provide funds to or make any investment in
(in the form of a loan, capital contribution or otherwise) any person other than
Buffalo or a wholly owned Subsidiary of Buffalo. (d) Buffalo is a reporting issuer in the provinces of British
Columbia, Alberta, Saskatchewan and Ontario and the Buffalo Shares are
registered under section 12(b) of the 1934 Act, and Buffalo is not in default in
any material respects of any requirements of the applicable securities Laws of
Canada or the United States. (e) The Buffalo Shares are listed for trading on the TSXV and Buffalo
is not in default in any material respects of any of the policies or listing
requirements of the TSXV. (f) No order (or the equivalent) ceasing or suspending the trading of
its securities or prohibiting the sale of securities by Buffalo has been issued
or is in force as of the date hereof and. to the knowledge of Buffalo, no
proceedings for this purpose have been instituted or are pending, contemplated
or threatened. (g) Buffalo has heretofore made available to Sargold complete and
correct copies of its constating documents as well as the constating documents
of each of its Subsidiaries, in each case as in effect on the date of this
Agreement.  4.2 Capitalization   (a) The authorized capital of Buffalo consists of an unlimited number
of Buffalo Shares, and as of the date of this Agreement 67,435,643 Buffalo
Shares are issued and outstanding. As of the date of this Agreement, there are
outstanding 3,423,500 Buffalo Options entitling the holders thereof to purchase
up to 3,423,500 Buffalo Shares and 10,359,929 Buffalo Warrants entitling the
holders thereof to purchase up to 10,359,929 Buffalo Shares.  (b) All of the Buffalo Shares have been duly authorized and are
validly issued and fully paid and non-assessable, were not issued in violation
of pre-emptive or similar rights or any other agreement or understanding binding
upon Buffalo and were issued in compliance with the Business Corporations
Act (Alberta), all applicable securities Laws and the constating documents
of Buffalo. (c) All
of the outstanding shares and other ownership interests of the Subsidiaries of
Buffalo, which are held, directly or indirectly by Buffalo have been duly
authorized and are validly issued, fully paid and non-assessable, were not
issued in violation of pre-  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
209 ______________________________________________________________________________________________________    emptive or similar rights and all such shares and other ownership
interests are owned directly or indirectly by Buffalo, free and clear of all
Liens, except for restrictions on transfers contained in the constating
documents of such entities. (d) Except as described in Section 4.2(a) above and except pursuant to
an agreement among Canon Investment Pty Ltd., Gold Finance & Exploration Pty
Ltd., Gold FX Pty Ltd., Bondi Mining Limited and Buffalo with respect to the
sale of all of the shares of Murphy Uranium Pty Ltd., as of the date of this
Agreement, there are no outstanding options, warrants, subscriptions, puts,
calls or other rights, agreements, arrangements or commitments (pre-emptive,
contingent or otherwise) Obligating Buffalo or any of its Subsidiaries to offer,
issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or
encumber any capital stock of Buffalo or any of its Subsidiaries, nor are there
outstanding any securities or obligations of any kind of Buffalo or any of its
Subsidiaries which are convertible into or exercisable or exchangeable for any
capital stock of Buffalo, any of its Subsidiaries or any other person and
neither Buffalo nor any of its Subsidiaries has any obligation of any kind to
issue any additional securities or to pay for or repurchase any securities.
There are not outstanding as of the date of this Agreement any stock
appreciation rights, phantom equity or similar rights, agreements, arrangements
or commitments based upon the book value, income or any other attribute of
Buffalo or any of its Subsidiaries. As of the date of this Agreement there are
no outstanding bonds, debentures or other evidences of indebtedness of Buffalo
or any of its Subsidiaries having the right to vote (or that are exchangeable or
convertible for or exercisable into securities having the right to vote) with
the holders of the Buffalo Shares on any matter. As of the date of this
Agreement, there are no stockholder agreements, proxies, voting trusts, rights
to require registration under securities Laws or other arrangements or
commitments to which Buffalo or any of its Subsidiaries is a party or bound with
respect to the voting, disposition or registration of any outstanding securities
of Buffalo or any of its Subsidiaries. (e) Since June 30, 2007, except for issuances of Buffalo Shares
pursuant to the exercise of Buffalo Options and Buffalo Warrants there have been
no Buffalo Shares or other capital stock, voting securities or securities
convertible or exchangeable therefor issued or purchased for cancellation.  4.3 Authority and
No Conflicts  (a) Each of Buffalo and Subco has all requisite corporate power and
authority to execute and deliver this Agreement and the other documents related
to the transactions contemplated hereunder and to perform their respective
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby. (b) The execution and delivery of this Agreement and the other
documents related to the transactions contemplated hereunder by Buffalo and
Subco and the consummation by Buffalo and Subco  of the transactions
contemplated by this Agreement have been duly and validly authorized by all
necessary corporate action and no other corporate proceedings on the part of
Buffalo or Subco are necessary to authorize this Agreement and the other
documents related to the transactions contemplated hereunder or to consummate
the transactions contemplated hereby or thereby.  No approval by the
holders of Buffalo Shares of the transactions contemplated hereby is necessary
to authorize the execution, delivery or performance of this Agreement or any of
the other documents related to the transactions contemplated hereunder or the
consummation of the transactions contemplated hereby and no such approval will
be sought by Buffalo. (c) Each of this Agreement and the other documents related to the
transactions contemplated hereunder has been or will be duly and validly
executed and delivered by each of Buffalo and Subco and constitutes and will
constitute legal, valid and binding obligations of Buffalo and Subco enforceable
against each of them in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency and other applicable Laws affecting creditors
rights generally, and by general principles of equity.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
210 ______________________________________________________________________________________________________    (d) Neither the execution and delivery of this Agreement and all other
documents related to the transactions contemplated hereunder by Buffalo or Subco
nor the performance by Buffalo and Subco of its respective obligations hereunder
and thereunder and the completion of the transactions contemplated hereby,
will: (i) Conflict with, or violate any provision of, the constating
documents of Buffalo or any of its Subsidiaries; (ii) Subject to receipt of the Required Regulatory Approvals and the
consents, approvals, orders, authorizations, registrations, declarations or
filings referred to in Section 4.4 being made or obtained, violate or breach any
Laws applicable to Buffalo or any of its Subsidiaries; (iii) Subject to the consents, approvals, orders, authorizations,
registrations, declarations or filings referred to in Section 4.4being made or
obtained, violate or conflict with or result in the breach of, or constitute a
default (or an event that with the giving of notice, the passage of time, or
both would constitute a default) under, or entitle any party (with the giving of
notice, the passage of time or both) to terminate, accelerate, modify, suspend
or call any obligations or rights under any credit agreement, note, bond,
mortgage, indenture, deed of trust, contract, agreement, lease, license.
franchise, permit, concession, easement or other instrument to which Buffalo or
any of its Subsidiaries is a party or by which Buffalo or any of its
Subsidiaries or their property is hound or subject; or (iv) Result in the imposition of any encumbrance, charge or Lien upon
or require the sale or give any person the right to acquire any of Buffalos
assets or the assets of any of its Subsidiaries or restrict, hinder, impair or
limit the ability of Buffalo, or any of its Subsidiaries to carry on their
respective businesses as and where they are now being carried on or as
contemplated to be carried on as disclosed by Buffalo to Sargold.     4.4 Consents and
Approvals Other than:  (a) any required filings under the Business corporations Act
(Alberta), CBCA, BCSA and applicable securities laws; and (b) the Required Regulatory Approvals required to be obtained by
Buffalo and Subco, there are no consents, approvals, licenses, permits, orders
or authorizations of, or registrations, declarations or filings with, or permits
from, any third party or Governmental Entity required by or with respect to
Buffalo or any of its Subsidiaries in connection with the execution, performance
and delivery of this Agreement or any other documents related to the
transactions contemplated hereunder by Buffalo and Subco, the performance of the
obligations hereunder or the consummation by Buffalo and Subco of the
transactions contemplated hereby.  4.5 No Defaults  None of Buffalo or any of its
Subsidiaries or other party thereto, is in default under or violation of, and
there has been no event, condition or occurrence which, after notice or lapse of
time or both, would constitute such a default or violation of, any term,
condition or provision of, or permit the termination of: (a) their respective constating documents; or (b) any credit agreement, note, bond, mortgage. indenture, contract,
agreement, lease, license, franchise, permit, concession, easement or other
instrument to which Buffalo or any of its Subsidiaries is a party or by which
Buffalo or any of its Subsidiaries or their property is bound or subject.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
211 ______________________________________________________________________________________________________    4.6 Absence of
Certain Changes or Events  Since December 31, 2006, except as
disclosed in the Buffalo SRA Reports, Buffalo and its Subsidiaries have
conducted their respective businesses only in the ordinary course in a manner
consistent with past practice and there has been no Material Adverse Effect with
respect to Buffalo or any event, occurrence or development which would be
reasonably expected to have a Material Adverse Effect on Buffalo or which
materially and adversely affects the ability of Buffalo to consummate the
transactions contemplated hereby or to restrict, hinder, impair or limit the
ability of Buffalo, or any of its Subsidiaries to carry on their respective
businesses as and where they are now being carried on or as contemplated to be
carried on as disclosed by Buffalo to Sargold.   4.7 Reports and
Financial Statements   (a) Except for the Business Acquisition Report for Buffalos
acquisition of Gold FX which has yet to be filed, Buffalo and its Subsidiaries
have filed all Buffalo SRA Reports and all material forms, reports, schedules,
statements and other documents required to be filed with: (i) any other applicable federal, state, provincial or territorial
securities authority, and (ii) any other Governmental Entity, (collectively, the Buffalo SRA Documents). (b) Each Buffalo Document at the time filed did not contain any
Misrepresentation and complied in all material respects with the requirements of
applicable Laws. Buffalo has not filed any confidential material change report
with any Canadian securities authority or regulator or similar document with the
SEC or any stock exchange that at the date of this Agreement remains
confidential. (c) The consolidated financial statements (including, in each case,
any related notes thereto) contained in any Buffalo SRA Reports: (i) have been prepared in accordance with Canadian generally accepted
accounting principles applied on a consistent basis during the periods involved
(subject, in the case of unaudited financial statements, to the absence of
notes); (ii) complied in all material respects with the requirements of
applicable securities Laws; (iii) have been prepared in accordance with the books and records of
Buffalo; (iv) contain and reflect all necessary adjustments for fair
presentation of the results of operations and the financial condition of the
business of Buffalo for the periods coveted thereby; (v) contain and reflect adequate provision or allowance for all
reasonably anticipated liabilities, expenses and losses of Buffalo; and (vi) fairly present. in all material respects, the consolidated
financial position, results of operations and cash flows of Buffalo and its
Subsidiaries as of the respective dates thereof and for the respective periods
covered thereby, subject, in the case of unaudited financial statements, to
normal, recurring audit adjustments none of which will be material, individually
or in the aggregate. (d) From December 31, 2006 to the date of this Agreement, there has
been no change by Buffalo or its Subsidiaries in their accounting policies,
methods, practices or principles except as described in the notes thereto with
respect to periods ending prior to the date of this Agreement.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
212 ______________________________________________________________________________________________________    4.8 Contracts  Buffalo has made available to Sargold
true and complete copies of all contracts that are material to the business or
operations of Buffalo and its Subsidiaries, all of which contracts are valid and
binding obligations of Buffalo or such Subsidiaries that axe parties thereto
and, to the knowledge of Buffalo, are valid and binding obligations of each
other party thereto.   4.9 Compliance with
Laws and Permits  (a) Buffalo and its Subsidiaries are in compliance, and at all times
have complied, with all applicable Laws except where such non-compliance was not
and is not material to Buffalo and its Subsidiaries or their respective
operations. To the knowledge of Buffalo, no investigation or review by any
Governmental Entity with respect to Buffalo or any of its Subsidiaries is
pending or threatened, nor has any Governmental Entity indicated an intention to
conduct the same; (b) Buffalo has made available to Sargold true and complete copies of
all Buffalo Permits. (c) To the knowledge of Buffalo, there is no action, proceeding,
review or investigation pending or threatened regarding any of the Buffalo
Permits. None of Buffalo nor any of its Subsidiaries is in conflict with, or in
material default or violation of any of the Buffalo Permits.  4.10 Litigation  To the knowledge of Buffalo, there
are no claims, actions, proceedings or investigations pending or threatened
against Buffalo or any of its Subsidiaries before any Governmental Entity (and
Buffalo and its Subsidiaries have no knowledge of any facts that are likely to
give rise to any such claim, action, proceeding or investigation). Neither
Buffalo nor any of its Subsidiaries, nor their respective assets and properties,
is subject to any outstanding judgment, order, writ, injunction or decree.   4.11 Brokerage and
Finders Fees  Neither Buffalo nor any Subsidiary of
Buffalo or any shareholder, director, officer or employee thereof, has incurred
or will incur on behalf of Buffalo, any brokerage, finders or similar fee in
connection with the transactions contemplated hereby.   4.12 Books and
Records  (a) The books, records and accounts of Buffalo and its Subsidiaries,
in all material respects: (i) have been maintained in accordance with good business practices
and on a basis consistent with prior years; (ii) are stated in reasonable detail and accurately and fairly reflect
the transactions and dispositions of the assets of Buffalo and its Subsidiaries;
and (iii) accurately and fairly reflect the basis for Buffalos financial
statements contained in the Buffalo SRA Reports.  4.13 Environmental  Buffalo and its Subsidiaries are: (a) in
compliance with applicable Environmental Laws;  (b) have received and are in compliance with all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct
their respective businesses as presently conducted; and (c) have not received notice of any actual or potential liability
under any Environmental Laws,except where such non-compliance with Environmental
Laws, failure to receive required permits, licenses or other approvals, or
liability could not reasonably be expected to, individually or in the aggregate,
have a Material Adverse Effect on Buffalo.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
213 ______________________________________________________________________________________________________     4.14 Insurance  Buffalo has made available to Sargold
true and complete copies of all insurance policies held by Buffalo and its
Subsidiaries, all of which are in all material respects in full force and effect
in accordance with their terms, no notice of cancellation or termination has
been received, and there is no existing default or event which, with the giving
of notice or lapse of time or both would constitute a default thereunder.
Buffalo has not received notice of any fact, condition or circumstance which
might reasonably form the basis of any material claim against Buffalo or any of
its Subsidiaries which is not fully covered by insurance (subject to standard
deductibles) maintained by it.   4.15 Tax Matters  (a) Buffalo and its Subsidiaries have filed, or caused to be filed, on
a timely basis, all Tax Returns required to be filed by them with the
appropriate Governmental Entity (all of which Tax Returns were correct and
complete in all material respects), have paid, or caused to be paid, in a timely
fashion, to the appropriate Governmental Entity, Taxes shown to be due and
payable thereon, and have satisfied in full in all material respects all
withholding, instalment, deposit and remittance requirements imposed on or with
respect to Taxes of Buffalo and its Subsidiaries; (b) Buffalos most recently published financial statements contain an
adequate provision in accordance with Canadian generally accepted accounting
principles for all Taxes payable in respect of each period covered by such
financial statements and all prior periods to the extent such Taxes have not
been paid, whether or not due and whether or not shown as being due on any Tax
Returns. Buffalo and its Subsidiaries have made adequate provision in accordance
with Canadian generally accepted accounting principles in their books and
records for any amount of Taxes accruing in respect of any accounting period of
Buffalo or its Subsidiaries ending subsequent to the period covered by the most
recent published consolidated financial statements of Buffalo; (c) neither Buffalo nor its Subsidiaries has received any written
notification that any issue involving an amount of Taxes of Buffalo or any of
its Subsidiaries has been raised by (and is currently pending with) a
Governmental Entity, in connection with any Tax Return filed or required to be
filed, and no waivers of statutes of limitations or objections to any
assessments or reassessments involving an amount of Taxes of Buffalo or its
Subsidiaries have been given, filed or requested with respect to Buffalo or its
Subsidiaries; (d) Buffalo and its Subsidiaries have received assessments from the
appropriate Governmental Entity for all Taxes shown on the Tax Returns in
respect of all periods ending prior to December 31, 2006. Neither Buffalo nor
its Subsidiaries has received any notice from any Governmental Entity to the
effect that any Tax Return is being examined, and Buffalo has no knowledge of
any Tax audit or issue for any period ending prior to December 31, 2006. There
are no proposals to assess or reassess additional Taxes, nor are there any
assessments or reassessments of additional Taxes, of Buffalo or its Subsidiaries
for any period ending prior to December 31, 2006; and  (e) there are no Tax Liens on any assets of Buffalo or its
Subsidiaries. Neither Buffalo nor any of its Subsidiaries: (i) has received a refund of any Taxes to which it was not entitled,
or (ii) is a party to any Tax sharing or other similar agreement or
arrangement or any Tax indemnification agreement of any nature with any other
person (other than in agreements with Buffalo or any of its Subsidiaries)
pursuant to which Buffalo or any of its Subsidiaries has or could have any
material liabilities in respect of Taxes.  4.16 Property  All material Buffalo Properties are
in good standing, are valid and enforceable, are free and clear of any material
Liens or charges, and no material royalty is payable in respect of any of them
except as disclosed in the Buffalo SRA Reports.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
214 ______________________________________________________________________________________________________       ARTICLE 5COVENANTS AND AGREEMENTS  5.1 Covenants of
Sargold  (a) Sargold agrees as follows that from the date of this Agreement
until the earlier of the Effective Time and the date on which this Agreement is
terminated in accordance with Article 7, in each case except with the consent of
Buffalo to any deviation therefrom, which consent will not be unreasonably
withheld or delayed, or as expressly contemplated by this Agreement: (i) Sargold and each of its Subsidiaries will: (A) carry on its businesses in the usual and ordinary course
consistent with past practices; (B) use commercially reasonable efforts to preserve intact its present
business organizations and material rights and franchises to keep available the
services of its current officers and employees, and to preserve its
relationships with customers, suppliers and others having business dealings with
it; and (C) maintain and keep the Sargold Properties in as good repair and
condition as at the date of this Agreement, subject to ordinary wear and
tear, all to the end that its goodwill and ongoing businesses will not
be impaired in any material respect at the Effective Time. (i) Sargold will not, and it wilt not permit any of its Subsidiaries
to: (A) declare, set aside or pay any dividends on, make other
distributions or return capital in respect of any of its capital stock or any
other equity interests, in cash, stock property or otherwise; (B) split, combine, subdivide or reclassify any of its capital stock
or issue or authorize or propose the issuance of any other securities in respect
of, in lieu of or in substitution for, shares of its capital stock; (C) issue, sell, pledge, reserve, set aside, dispose of, grant or
encumber, repurchase, redeem or otherwise acquire any shares of its capital
stock or any securities or obligations convertible into, exercisable or
exchangeable for, or any rights, warrants, calls, subscriptions or options to
acquire shares of its capital stock (including any phantom interest or other
right Linked to the price of the Sargold Shares), or authorize any of the
foregoing, except: (1) as required by the terms of any securities outstanding on the date
of this Agreement, or (2) pursuant to Sargold Options granted or Sargold Warrants issued
prior to the date of this Agreement; or (D) enter into or announce any agreement or arrangement with respect
to the sale, voting, registration or repurchase of any shares of its capital
stock or any security convertible into or exchangeable for such shares. (iii) Sargold will not, nor will it permit any of its Subsidiaries to
authorize, make or commit to make any expenditures (including capital
expenditures and capital lease obligations) in excess of $25,000 individually
and $100,000 in the aggregate except for:  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
215 ______________________________________________________________________________________________________    (A) reoccurring expenditures such as office rental, salaries, office
expenses or mine operating expenses in the ordinary course of business; (B) payment of outstanding obligations existing on the date of this
Agreement; or (C) payments made to legal advisors, financial advisors and other
third parties in connection with the Arrangement. (ix) Sargold will not, nor will it permit any of its Subsidiaries to,
reorganize, recapitalize, consolidate, dissolve, liquidate, amalgamate or merge
with any other person, nor acquire or agree to acquire, by amalgamating, merging
or consolidating with, by purchasing an equity interest in or a portion of the
assets of, or by any other manner, any business or person or otherwise acquire
or agree to acquire any assets of any other person. (v) Sargold will not, nor will it permit any of its Subsidiaries to
sell, pledge, encumber, lease (whether such lease is an operating or capital
lease) or otherwise dispose of any material assets (other than relating to
transactions between two or more wholly-owned Sargold Subsidiaries or between a
wholly-owned Subsidiary and Sargold). (vi) Sargold will not, nor will it permit any of its Subsidiaries
to: (A) incur any indebtedness for borrowed money or purchase money
indebtedness or assume, guarantee, endorse or enter into a keepwell or similar
arrangement with respect to, any indebtedness; (B) enter into interest rate swaps; (C) enter into any material operating lease or create any Liens on the
Sargold Properties or any of its Subsidiaries in connection with any
indebtedness, or (D) refinance any debt. (vii) Except as required by applicable Law or any agreement to which
Sargold or any of its Subsidiaries is a party on the date of this Agreement,
Sargold will not, nor will it permit any of its Subsidiaries to: (A) increase the amount of (or accelerate the payment or vesting of)
any benefit or amount payable under, any employee benefit plan or any other
contract, agreement, commitment, arrangement, plan or policy providing for
compensation or benefits to any former, present or future director, officer or
employee of Sargold or any of its Subsidiaries; (B) increase (or enter into any commitment or arrangement to increase)
the compensation or benefits, or otherwise to extend, expand or enhance the
engagements employment or any related rights, of any former, present or future
director, officer, employee or consultant of Sargold or any of its
Subsidiaries; (C) amend, vary or modify the terms of the Sargold Share Option Plan
or any of the Sargold Options; (D) amend, vary or modify the terms of any of the Sargold Warrants;
or (E) adopt, establish, enter into or implement any employee benefit
plan, policy, severance or termination agreement providing for any form of
benefits or other compensation to any former, present or future director,
officer or employee of Sargold or any of its Subsidiaries or amend any employee
benefit plan, policy, severance or termination agreement.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
216 ______________________________________________________________________________________________________    (viii) Sargold will not, nor will it permit any of its Subsidiaries to,
amend or propose to amend its constating documents. (ix) Except in the ordinary course of business, Sargold will not, nor
will it permit any of its Subsidiaries to, pay, discharge, satisfy, compromise
or settle any claims, obligations or liabilities prior to the same being
due. (x) Sargold will nor, nor will it permit any of its Subsidiaries
to: (A) enter into, terminate or waive any provision of exercise any
option or relinquish any contractual rights under, or modify in any material
respect any material contract, agreement, guarantee, lease commitment or
arrangement of the nature described in Section 3.8; (B) waive, transfer, grant or release any claims or potential claims
of material value; (C) waive any benefits of, or agree to modify in any material respect,
or terminate, release or fail to enforce, or consent to any material matter with
respect to which consent is required, under, any confidentiality, standstill or
similar agreement to which Sargold or any of its Subsidiaries is a party or
which Sargold or any of its Subsidiaries is a beneficiary; or (D) enter into any agreement which provides for aggregate expenditures
in excess of $25,000 over the term thereof. (xi) Sargold will not, nor will it permit any of its Subsidiaries to,
make any changes to the existing accounting practices, methods and principles
relating to Sargold or any Subsidiary of Sargold except as required by Law or by
Canadian generally accepted accounting principles as advised by Sargolds or
such Subsidiarys regular independent accountants, as the case may be, (xii) Sargold will not, nor will it permit any of its Subsidiaries
to: (A) make, change or rescind any material tax election; (B) take any action, or omit to take any action, in either case
inconsistent with past practice, relating to the filing of any Tax Return or the
payment of any Tax (except as otherwise required by Law); (C) settle any material Tax claim or assessment; (D) surrender any right or claim to a Tax refund; or (E) amend any of its transfer pricing policies. (xiii) Sargold will not take any action to exempt from, waive or make not
subject to (including redemption of outstanding rights) any takeover Law or
other Law that purports to limit or restrict business combinations or the
ability to acquire or vote shares, any person (other than Buffalo and its
Subsidiaries) or any action taken thereby including any take-over bid, which
person or action would have otherwise been subject to the restrictive provisions
thereof and not exempt therefrom. (xiv) Sargold will not nor will it permit any Subsidiary to: (A) enter into any confidentiality or standstill agreement except as
permitted by Section 5.4; or (B) amend, release any third party from its obligations or grant any
consent under any confidentiality or standstill provision or fail to fully
enforce any such provision.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
217 ______________________________________________________________________________________________________    (xv) Sargold will not, nor will it permit any of its Subsidiaries to,
take or fail to take any action which would cause any of Sargolds
representations or warranties hereunder to be untrue in any material respect or
would be reasonably expected to prevent or materially impede, interfere with or
delay the Arrangement or which would cause the conditions set forth in Section
6.2(b) not to be satisfied. (xvi) Sargold will not, nor will it permit any of its Subsidiaries to,
license or commit to license or otherwise acquire or transfer any Intellectual
Property Rights, other than in the ordinary course of business. (xvii) Sargold will not, nor will it permit any of its Subsidiaries to,
amend, modify or terminate any insurance policy in effect on the date of this
Agreement, except for scheduled renewals of any insurance policy in effect on
the date hereof in the ordinary course of business consistent with past
practice. (xviii) Sargold will not, nor will it permit any of its Subsidiaries to,
enter into any recognition agreement, collective agreement, works council
agreement or similar agreement with any trade union or representative body other
than with the prior approval of Buffalo, acting reasonably. (xix) Sargold will not, nor will it permit any of its Subsidiaries to,
announce an intention, enter into any formal or informal agreement or otherwise
make a commitment to do any of the foregoing. (b) Sargold will promptly advise Buffalo in writing: (i) of any event, condition or circumstance that might be reasonably
expected to cause any representation or warranty of Sargold contained in this
Agreement to be untrue or inaccurate on the Effective Date (or, in the case of
any representation or warranty made as of a specified date, as of such specified
date); (ii) of any Material Adverse Effect on Sargold or any event, occurrence
or development which would be reasonably expected to have a Material Adverse
Effect on Sargold; and (iii) of any material breach by Sargold of any covenant, obligation or
agreement contained in this Agreement. (c) Sargold will use its commercially reasonable efforts to, and will
use its commercially reasonable efforts to cause its Subsidiaries to, perform
all obligations required to be performed by Sargold or any of its Subsidiaries
under this Agreement, cooperate with Buffalo and Subco in connection therewith,
and do all such other acts and things as may be necessary or desirable in order
to consummate and make effective, as soon as reasonably practicable, the
Arrangement and, without limiting the generality of the foregoing, Sargold will,
subject to Sections 5.4 and 5.5: (i) apply to the Court for the Interim Order; (ii) apply to the Court for the Final Order; (iii) solicit from the Sargold Shareholders proxies in favour of
approval of the Arrangement Resolution (in a commercially reasonable manner) and
use commercially reasonable efforts to obtain the approval by Sargold
Shareholders of the Arrangement Resolution and will, at Buffalos request and
expense, retain the services of an investment banker or proxy solicitation firm
to solicit proxies in favour of the Arrangement Resolution and will fully
cooperate with Buffalo in connection therewith including providing to Buffalo
such information as Buffalo may request mid doing such other things as Buffalo
may reasonably request in connection therewith;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
218 ______________________________________________________________________________________________________    (iv) not adjourn, postpone or cancel (or propose adjournment,
postponement or cancellation of) the Sargold Meeting without Buffalos prior
written consent except as required by Law or, in the case of adjournment, as may
be required by Sargold Shareholders as expressed by majority resolution; (v) use commercially reasonable efforts to satisfy or cause to be
satisfied as soon as reasonably practicable all the conditions precedent to be
satisfied by Sargold that are set forth in Article 6 hereof; (vi) as soon as practicable apply for and use commercially reasonable
efforts to obtain all Required Regulatory Approvals required to be obtained by
Sargold or any of its Subsidiaries in order for Sargold to complete the
Arrangement and, in doing so, to keep Buffalo reasonably informed as to the
status of the proceedings and any material discussions or correspondence related
to obtaining such Required Regulatory Approvals, including, but not limited to,
providing Buffalo the opportunity to be present for all communications with the
Court and any Governmental Entity and providing Buffalo with copies of all
related applications and notifications, in draft and final form, in order for
Buffalo to provide its reasonable comments; (vii) use commercially reasonable efforts to comply promptly with all
requirements which applicable Laws may impose on Sargold or its Subsidiaries
with respect to the transactions contemplated by the Arrangement and this
Agreement; (viii) diligently defend all lawsuits or other legal, regulatory or other
proceedings to which it is a party challenging or affecting this Agreement or
the consummation of the transactions contemplated hereby; (ix) use commercially reasonable efforts to have lifted or rescinded
any injunction or restraining order or other order which may adversely affect
the ability of the parties to consummate the transactions contemplated
hereby; (x) effect all necessary registrations, filings and submissions of
information required by Governmental Entities from Sargold or any of its
Subsidiaries in connection with the transactions contemplated hereby; (xi) consult with Buffalo prior to making publicly available its
financial results for any period alter the date of this Agreement and prior to
filing any Sargold SRA Reports; (xii) use commercially reasonable efforts to cause all of its directors
and officers to resign at the Effective Time and to provide a release in favour
of Sargold in the form requested by Buffalo, acting reasonably; and (xiii) use commercially reasonable efforts to obtain all waivers,
consents and approvals from other parties to loan agreements, leases or other
contracts required to be obtained by Sargold or a Subsidiary of Sargold to
consummate the transactions contemplated hereby which the failure to obtain
would materially and adversely affect the ability of Sargold or its Subsidiaries
to consummate the transactions contemplated hereby including those waivers,
consents and approvals referred to in Section 3.4 of this Agreement. (d) The board of directors of Sargold will recommend to the Sargold
Shareholders the approval of the Arrangement Resolution, provided that,
notwithstanding any other provision of this Agreement, the board of directors of
Sargold may withdraw, modify or change its recommendation if such withdrawal,
modification or change is permitted by, and made in accordance with, the
provisions of Section 5.4.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
219 ______________________________________________________________________________________________________    5.2 Covenants of
Buffalo and Subco  (a) Buffalo and Subco, as the case may be, each agree as follows that
from the date of this Agreement until the earlier of the Effective Time and the
date on which this Agreement is terminated in accordance with Article 7, in each
case except with the consent of Sargold to any deviation therefrom, which
consent will not be unreasonably withheld or delayed, or as expressly
contemplated by this Agreement: (i) Buffalo and each of its Subsidiaries will: (A) carry on its businesses in the usual and ordinary course
consistent with past practices; (B) use commercially reasonable efforts to preserve intact its present
business organizations and material rights and franchises, to keep available the
services of its current officers and employees, and to preserve its
relationships with customers, suppliers and others having business dealings with
it; or (C) maintain and keep its material properties in as good repair and
condition as at the date of this Agreement, subject to ordinary wear and
tear, all to the end that its goodwill and ongoing businesses will not
be impaired in any material respect at the Effective Time. (ii) Buffalo will not, and it will not permit any of its Subsidiaries
to: (A) declare, set aside or pay any dividends on, or undertake a return
of capital in respect of any of its capital stock or any other equity interests,
in cash, stock property or otherwise; (B) split, combine, subdivide or reclassify any of its capital stock;
or (C) enter into or announce any agreement or arrangement with respect
to the voting, registration or repurchase of any shares of its capital stock or
any security convertible into or exchangeable for such shares. (iii) Buffalo will not, nor will it permit any of its Subsidiaries to,
make any changes to the existing accounting practices, methods and principles
relating to Buffalo or any Subsidiary except as required by Law or by Canadian
generally accepted accounting principles as advised by Buffalos or such
Subsidiarys regular independent accountants, as the case may be. (iv) Buffalo will not, nor will it permit any of its Subsidiaries
holding an interest in the Mt. Kare property or the Kimbauri property to
dissolve or liquidate or sell or otherwise dispose of any interest in the Mt.
Kare property or Kimbauri property. (v) Buffalo will not amend or propose to amend its constating
documents. (vi) Buffalo will not, nor will it permit any of its Subsidiaries
to: (A) make, change or rescind any material tax election; (B) (take any action, or omit to take any action, in either case
inconsistent with past practice, relating to the filing of any Tax Return or the
payment of any Tax (except as otherwise required by Law); (C) settle any material Tax claim or assessment; (D) surrender any right or claim to a Tax refund; or (E) amend any of its transfer pricing policies.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
220 ______________________________________________________________________________________________________    (vii) Buffalo will not take any action to exempt from, waive or make not
subject to (including redemption of outstanding rights) any takeover Law or
other Law that purports to limit or restrict business combinations or the
ability to acquire or vote shares, any person (other than Buffalo and its
Subsidiaries) or any action taken thereby including any take-over bid, which
person or action would have otherwise been subject to the restrictive provisions
thereof and not exempt therefrom. (viii) Buffalo will not nor will it permit any Subsidiary to: (A) enter into any confidentiality or standstill agreement; or (B) amend or release any third party from its obligations or grant any
consent under any confidentiality or standstill provision or fail to fully
enforce any such provision. (ix) Buffalo will not, nor will it permit any of its Subsidiaries to,
take or fail to take any action which would cause any of Buffalos or Subcos
representations or warranties hereunder to be untrue in any material respect or
would be reasonably expected to prevent or materially impede, interfere with or
delay the Arrangement or which would cause the conditions set forth in Section
6.2(b) not to be satisfied. (x) Buffalo will not, nor will it permit any of its Subsidiaries to,
announce an intention, enter into any formal or informal agreement or otherwise
make a commitment to do any of the foregoing. (b) Buffalo will promptly advise Sargold in writing: (i) of any event, condition or circumstance that might be reasonably
expected to cause any representation or warranty of Buffalo contained in this
Agreement to be untrue or inaccurate on the Effective Date (or, in the case of
any representation or warranty made as of a specified date, as of such specified
date);  (ii) of any Material Adverse Effect on Buffalo or any event, occurrence
or development which would be reasonably expected to have a Material Adverse
Effect on Buffalo; and (iii) of any material breach by of Buffalo of any of its covenants,
obligations or agreements contained in this Agreement. (c) Buffalo will use its commercially reasonable efforts to, and will
use its commercially reasonable efforts to cause its Subsidiaries to, perform
all obligations required to be performed by it or any such Subsidiaries under
this Agreement, cooperate with Sargold in connection therewith, and do all such
other acts and things as may be necessary or desirable in order to complete and
make effective, as soon as reasonably practicable, the Arrangement and, without
limiting the generality of the foregoing, Buffalo will:  (i) cause Subco  to apply to the Court for the Interim Order; (ii) subject to the Arrangement Resolution being approved by the
Sargold Shareholders, pass a written special resolution of Subco approving the
Arrangement; (iii) cause Subco to apply to the Court for the Final Order; (iv) use commercially reasonable efforts to satisfy or cause to be
satisfied as soon as reasonably practicable all conditions precedent that are
set forth in Article 6 hereof;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
221 ______________________________________________________________________________________________________    (v) as soon as practicable apply for and use commercially reasonable
efforts to obtain all Required Regulatory Approvals required to be obtained by
Buffalo or any of its Subsidiaries in order for Buffalo and Subco to complete
the Arrangement, and, in doing so to keep Sargold reasonably informed as to the
status of the proceedings and any material discussions or correspondence related
to obtaining such Required Regulatory Approvals, including, but not limited to,
providing Sargold the opportunity to be present for all communications with the
Court and any Government Entity and providing Sargold with copies of all related
applications and notifications, in draft form and final, in order for Sargold to
provide its reasonable comments; (vi) use commercially reasonable efforts to comply promptly with all
requirements which applicable Laws may impose on Buffalo and Subco with respect
to the Arrangement; (vii) diligently defend all lawsuits or other legal, regulatory or other
proceedings to which it is a party challenging or affecting this Agreement or
the consummation of the transactions contemplated hereby; (viii) use commercially reasonable efforts to have lifted or rescinded
any injunction or restraining order or other order relating to Buffalo which may
adversely affect the ability of the parties to complete the Arrangement; (ix) effect all necessary registrations, filings and submissions of
information required by Governmental Entities from Buffalo or any of its
Subsidiaries in connection with the Arrangement; (x) create, reserve or have available a sufficient number of Buffalo
Securities for issuance upon completion of the Arrangement and use commercially
reasonable efforts to cause the Buffalo Shares to be issued in connection with
the Arrangement to be conditionally approved for issuance by the TSXV subject to
official notice of issuance, prior to the Effective Time; (xi) Buffalo will use its commercially reasonable, efforts to maintain
its status as a reporting issuer (or the equivalent thereof) not in default of
the requirements of the applicable securities Laws in each of the Provinces in
which it is currently a reporting issuer to the date which is two years
following the Effective Date, provided that this covenant shall not prevent
Buffalo from taking any steps in furtherance of any amalgamation or business
combination (whether by way of merger, plan of arrangement. consolidation, share
or other security exchange transaction, recapitalization, asset acquisition. or
other transaction) involving any one or more of itself or any of its
Subsidiaries completed in accordance with applicable securities Laws; and (xii) use commercially reasonable efforts to obtain all waivers,
consents and approvals from other parties to loan agreements, leases or other
contracts required to be obtained by Buffalo or any Subsidiary of Buffalo to
complete the Arrangement which the failure to obtain would materially and
adversely affect the ability of Buffalo or Subco to complete the Arrangement
including those waivers, consents and approvals referred to in Section 4.4 of
this Agreement.  5.3 Access to
Information   (a) Subject
to Section 5.3(c) and applicable Laws, Sargold will (and will cause each of its
Subsidiaries and their respective Representatives to) afford Buffalo and its
Representatives reasonable access, during normal business hours from the date of
this Agreement and until the earlier of the Effective Date and the date on which
this Agreement is terminated in accordance with Article 7, to its respective
properties, hooks, contracts and records, as well as to its management
personnel; provided that such access will be provided on a basis that minimizes
the disruption to the operations of Sargold. During such period, Sargold will
(and will cause each of its Subsidiaries to) furnish promptly to Buffalo all
information concerning Sargolds and each of its Subsidiaries business,
properties and personnel as Buffalo may reasonably request.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
222 ______________________________________________________________________________________________________    (b) Subject
to Section5.3(c) and applicable Laws, Buffalo will (and will cause each of its
Subsidiaries and their respective Representatives to) afford Sargold and the
Representatives of Sargold reasonable access, during normal business hours from
the date of this Agreement and until the earlier of the Effective Date and the
date on which this Agreement is terminated in accordance with Article 7, to its
respective properties, books, contracts and records, as well as to its
management personnel; provided that such access will be provided on a basis that
minimizes the disruption of the operations of Buffalo and its Subsidiaries.
During such period, Buffalo will furnish promptly to Sargold all information
concerning Buffalos business, properties and personnel as Sargold may
reasonably request.  (c) Buffalo and
Sargold acknowledge that certain information received pursuant to Sections
5.3(a) and 5.3(b) will be non-public or proprietary in nature and as such will
be deemed to be Confidential Information for purposes of the Confidentiality
Agreement and applicable privacy Laws. Buffalo and Sargold further acknowledge
their obligation to maintain the confidentiality of such Confidential
Information in accordance with the Confidentiality Agreement.            5.4 Covenants
Regarding Non-Solicitation   (a) Other than in
respect of the Arrangement, Sargold shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, through any officer, director,
employee, advisor, representative or agent, or otherwise: (i) solicit,
initiate, facilitate, engage in or respond to or encourage (including by way of
furnishing information or entering into) an Acquisition Proposal or Potential
Acquisition Proposal; (ii) encourage
or participate in any discussions or negotiations regarding any Acquisition
Proposal or potential Acquisition Proposal; (iii) accept
or approve or recommend, or agree to accept, approve or recommend, any
Acquisition Proposal or potential Acquisition Proposal; (iv) enter
into any agreement, arrangement or understanding related to any Acquisition
Proposal or potential Acquisition Proposal; or  (v) cause
or permit any Subsidiary to enter into any agreement, arrangement or
understanding related to any Acquisition Proposal or potential Acquisition
Proposal; provided that nothing contained in this Agreement shall prevent
the board of directors from taking any of the actions described in clauses (i)
through (v) above in respect of a Superior Proposal. (b) From and after the date hereof, Sargold shall immediately cease
and cause to be terminated in writing any existing discussions or negotiations
with any person (other than Buffalo or Subco) with respect to any potential
Acquisition Proposal and shall, subject to this Section 5.4, immediately cease
to provide any other person with access to information concerning Sargold and
its Subsidiaries and exercise all rights it has to require the return of all
confidential information from each such person. Sargold agrees not to release or
permit the release of any person from, or waive, any confidentiality,
non-solicitation or standstill agreement to which such person is a party, except
as permitted under Section 5.4(a).  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
223 ______________________________________________________________________________________________________    (c) Sargold shall promptly notify Buffalo and Subco within 48 hours of
any Acquisition Proposal or an amendment to an Acquisition Proposal being
received directly or indirectly by Sargold, or any request for non-public
information relating to Sargold or any of its Subsidiaries, as the case may be,
in connection with such an Acquisition Proposal or for access to the properties,
books and/or records of Sargold or any Subsidiary, by any person that informs
Sargold or such Subsidiary that it is considering making, or has made, an
Acquisition Proposal. Such written notice shall include a copy of any such
written Acquisition Proposal and all amendments thereto or, in the absence of a
written Acquisition Proposal, a description of the material terms and conditions
thereof, in either case including the identity of the person making the
Acquisition Proposal, inquiry or contact. (d) If
Sargold receives a request for material non-public information from a person who
proposes in writing an unsolicited bona fide Acquisition Proposal and the
hoard of directors of Sargold determines in good faith and after consultation
with outside legal counsel and its financial advisors that such Acquisition
Proposal would, if consummated in accordance with its terms, be a Superior
Proposal, then, and only in such case, the board of directors may, subject to
the execution by such person of a confidentiality agreement (or in reliance upon
a confidentiality agreement that was entered into prior to the date of this
Agreement), provide such person with access in accordance with Section 5.4(a) to
information regarding Sargold, provided, however, that the person making the
Acquisition Proposal shall not be precluded thereunder from making the
Acquisition Proposal. (e) Sargold shall ensure that its officers, directors and employees
and those of its Subsidiaries and any financial, legal and other advisors,
agents and representatives retained by Sargold are aware of the provisions of
this Section5.4, and Sargold shall be responsible for any breach of this
Section5.4 by any such person.  (f) Nothing contained in this Section5.4 shall prohibit the board of
directors of Sargold from making any disclosure to the Sargold Securityholders
prior to the Effective Date if, in the good faith judgment of the board of
directors, after consultation with outside counsel, such disclosure is necessary
for the board of directors to act in a manner consistent with its fiduciary
duties or is otherwise required under applicable Law.  (g) If the board of directors receives what it determines in good
faith and after consultation with outside legal counsel and its financial
advisors constitutes a Superior Proposal, or upon receipt of any amendment or
modification to any Superior Proposal, then in each case, Sargold shall provide
to Buffalo a written notice thereof together with a copy of all documentation
relating to such Superior Proposal or such amendment or modification thereto
promptly and in no event later than 48 hours after such receipt, (h) At any time prior to the Sargold Meeting in the event of a Section
5.4(f) notice then Sargold may, at its discretion, and will, at the request of
Buffalo, adjourn the Sargold Meeting.    5.5 Right to Match  (a) Subject to Section 5.5(b), Sargold covenants that it will not
accept, approve, recommend or enter into any agreement, understanding or
arrangement in respect of a Superior Proposal unless: (i) Sargold has complied with its obligations under Section 5.4; and (ii) the Response Period has elapsed.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
224 ______________________________________________________________________________________________________    (b) During the Response Period, Buffalo will have the right, but not
the obligation, to offer to amend the terms of the Arrangement including an
increase in, or modification of, the consideration to be received by the Sargold
Securityholders. The board of directors will review any such offer by Buffalo to
amend the terms of the Arrangement, including an increase in, or modification
of, the consideration to be received by the Sargold Securityholders to determine
whether the Acquisition Proposal to which Buffalo is responding would remain as
a Superior Proposal when assessed against the Arrangement as it is proposed by
Buffalo to be amended. If the board of directors of Sargold does not so
determine, then the board of directors of Sargold will promptly reaffirm its
recommendation of the Arrangement as amended. If the board of directors of
Sargold does so determine in good faith and after consultation with outside
legal counsel and its financial advisors, then Sargold may approve, recommend,
accept or enter into an agreement. understanding or arrangement to proceed with
the Superior Proposal. (c) Each successive amendment to any Acquisition Proposal that results
in an increase in, or modification of, the consideration (or value of such
consideration) to be received by the Sargold Securityholders shall constitute a
new Acquisition Proposal for the purposes of this Section 5.5 and Buffalo shall
be afforded a new Response Period in respect of each such Acquisition
Proposal.  5.6 Pre-Acquisition
Reorganizations  Sargold will effect such
reorganization of its business, operations and assets or such other transactions
(each, Pre-acquisition Reorganization) as Buffalo may reasonably
request prior to the Effective Date, and the structure of the Arrangement, if
required, will be modified accordingly; provided, however, that Sargold shall
not be obligated to effect a Pre-acquisition Reorganization which in the opinion
of Sargold, acting reasonably: (a) would
require Sargold to obtain the approval of the Sargold Shareholders in respect of
such Pre-Acquisition Reorganization other than at the Sargold Meeting; (b) would
prejudice the Sargold Securityholders; (c) would
impede or materially delay the consummation of the Arrangement: or (d) cannot
either be completed immediately prior to or contemporaneously with the Effective
Time, or reversed or unwound without adversely affecting Sargold and its
Subsidiaries.  5.7 Proxies Received and Dissent Notices Sargold will advise Buffalo: (a) as reasonably requested, and on a daily basis on each of the last
seven Business Days prior to the Sargold Meeting, as to the aggregate tally of
the proxies and votes received in respect of the Continuation Resolution and
Amalgamation Resolution; and (b) of any written notice of dissent, withdrawal of such notice, and
any other instruments received by Sargold pursuant to the Dissent Rights.  5.8 Closing Matters Buffalo and Sargold will deliver, at
the Effective Time, such customary certificates, resolutions and other closing
documents as may be required by the other parties hereto, acting reasonably.   5.9 Privacy Matters (a) Buffalo and Sargold acknowledge and agree that certain information
provided by Sargold to Buffalo in connection with the transactions contemplated
hereunder constitutes Personal Information (the Disclosed Personal
Information) which is necessary for the purposes of determining if Buffalo
will proceed with the Arrangement, that the disclosure, of the Disclosed
Personal Information relates solely to the carrying on of the business, or the
completion of the Arrangement and that, as contemplated by the terms of the
Confidentiality Agreement, such Disclosed Personal Information:  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
225 ______________________________________________________________________________________________________    (i) may not be used for any purpose other than those related to the
performance of this Agreement; (ii) must be kept strictly confidential and Buffalo will ensure that
access to such Personal Information will be restricted to those Representatives
of Buffalo who have a bona tide need access to such information and will
instruct those Representatives to protect the confidentiality of such
information in a manner consistent with Buffalos obligations hereunder; and (iii) upon the expiry or termination of this Agreement Buffalo will
forthwith cease all use of the Disclosed Personal information acquired by
Buffalo in connection with this Agreement and will return to Sargold or, at
Sargolds request, destroy in a secure manner the Disclosed Personal Information
(and any copies). (b) Each of Sargold and Buffalo agrees to promptly notify the other of
all inquiries. complaints, requests for access, and claims of which the Party is
made aware in connection with the Disclosed Personal Information. The Parties
will fully co-operate with one another, with the persons to whom the Disclosed
Personal Information relates, and any Governmental Entity charged with
enforcement of applicable privacy laws, in responding to such inquiries,
complaints, requests for access, and claims. (c) Without limiting the foregoing, each of Sargold and Buffalo
acknowledge and agree that their respective disclosure letters and all
information contained in them is confidential and may not be disclosed to any
other person unless: (i) such disclosure is required under applicable Law, unless such Law
permits it to refrain from disclosing such information for confidentiality or
other reasons; or (ii) such disclosure is required in order to enforce its rights under
this Agreement.      ARTICLE 6CONDITIONS      6.1 Mutual Conditions The respective obligations of the
parties hereto to consummate the Arrangement are subject to the satisfaction or,
if permissible, waiver, of the following conditions on or before the Effective
Time: (a) the Interim Order shall have been granted in form and substance
satisfactory to each party, acting reasonably, and shall not have been set aside
or modified in the manner that is not acceptable to any party, acting
reasonably, on appeal or otherwise; (b) any conditions, in addition to those set out in this Section 6.1,
which may be imposed by the Interim Order shall have been satisfied; (c) the Arrangement shall have been approved by the Sargold
Shareholders at the Sargold Meeting in accordance with applicable Laws, the
Interim Order, the Plan  of Arrangement and the Arrangement Resolution; (d) the Final Order shall have been granted in form and substance
satisfactory to each party, acting reasonably, and shall not have been set aside
or modified in the manner that is not acceptable to any party, acting
reasonably, on appeal or otherwise; (e) No provision of any applicable Laws and no judgment. injunction,
order or decree shall be in effect which restrains or enjoins or otherwise
prohibits the Arrangement; (f) The Buffalo Securities can be issued pursuant to the Arrangement
pursuant to exemptions from the registration and prospectus requirements of
applicable Canadian securities Laws; (g) The Buffalo Securities can be issued in a transaction exempt from
registration under the 1933 Act pursuant to Section 3(a)(10) of the 1933 Act and
Buffalo shall have received all United States state securities or blue sky
authorizations necessary to issue the Buffalo Securities pursuant to the
Arrangement;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
226 ______________________________________________________________________________________________________    (h) The Buffalo Shares shall have been conditionally approved for
issuance under the Arrangement by the TSXV, subject to official notice of
issuance. (i) The Required Regulatory Approvals shall have been obtained and be
in full force and effect and will not be subject to any stop-order or proceeding
seeking a stop order or revocation. (j) All other consents, waivers, permits, orders and approvals of any
Governmental Entity, and the expiry of any waiting periods, in connection with,
or required to permit, the Arrangement, the failure to obtain which or the
non-expiry of which would constitute a criminal offence, or would, individually
or in the aggregate, have a Material Adverse Effect on Buffalo or Sargold after
the Effective Time, will have been obtained or received; and (k) The
Agreement will not have been terminated pursuant to Section 7.2. The foregoing conditions are for the
mutual benefit of each of the parties and may be waived, in whole or in part, by
any party at any time, provided that no party may waive any mutual condition on
behalf of another party.     6.2 Additional Conditions to the Obligations of Buffalo and Subco The obligations of Buffalo and Subco
to complete the Arrangement are subject to the satisfaction of the following
conditions (each of which is for the benefit of Buffalo and Subco and may be
waived by Buffalo and/or Subco, in whole or in part) on or before the Effective
Date:  (a) Sargold shall have performed or complied with, in all material
respects, each of its obligations, covenants and agreements hereunder to be
performed and complied with by it on or before the Effective Time;  (b) Each of the representations and warranties of Sargold under this
Agreement, shall be true and correct in all material respects on the date of
this Agreement and as of the Effective Date as if made on and as of such date
(except for such representations and warranties made as of a specified date,
which will be true and correct in all material respects as of such specified
date);  (c) Since the date of this Agreement, there shall have been no
Material Adverse Effect with respect to Sargold or any event, occurrence or
development which would be reasonably expected to have a Material Adverse Effect
on Sargold or which would materially and adversely affect the ability of Sargold
to consummate the transactions contemplated hereby; (d) Buffalo shall have received a certificate of Sargold addressed to
Buffalo and dated the Effective Date, signed on behalf of Sargold by the Chief
Executive Officer of Sargold, confirming that the conditions in Sections 6.2(a),
(b) and (c) have been satisfied; (e) The board of directors of Sargold shall have adopted all necessary
resolutions, and all other necessary corporate action shall have been taken by
Sargold and its Subsidiaries to permit the Arrangement; (f) Sargold Shareholders holding more than 5%of the Sargold
Shares shall not have exercised their Dissent Rights (and not withdrawn such
exercise) in respect of the Arrangement; (g) Buffalo shall have received resignations and releases in forms
acceptable to it, acting reasonably, from all of Sargolds directors and
officers; and (h) Buffalo shall have received waivers in forms acceptable to it,
acting reasonably, with respect to the waiver of the change in control salary
benefit provisions of the respective employment agreements of each of the
individuals listed in section 3.12(b) of the Sargold Disclosure Letter.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
227 ______________________________________________________________________________________________________        6.3 Additional Conditions to the Obligations of Sargold The obligation of Sargold to complete
the Arrangement is subject to satisfaction of the following conditions (each of
which is for the exclusive benefit of Sargold and may be waived by Sargold, in
whole or in part) on or before the Effective Date:  (a) Each of Buffalo and Subco shall have performed or complied with,
in all material respects, each of its respective obligations, covenants and
agreements hereunder to be performed and complied with by each of them on or
before the Effective Time;  (b) Each of the representations and warranties of Buffalo and Subco
under this Agreement, shall be true and correct in all material respects on the
date of this Agreement and as of the Effective Date as if made on and as of such
date (except for such representations and warranties made as of a specified
date, which will be true and correct in all material respects as of such
specified date;  (c) Since the date of this Agreement. there shall have been, no
Material Adverse Effect with respect to Buffalo or its Subsidiaries or any
event, occurrence or development which would be reasonably expected to have a
Material Adverse Effect on Buffalo or its Subsidiaries or which would materially
and adversely affect the ability of Buffalo or Subco  to consummate the
transactions contemplated hereby;  (d) The board of directors of Buffalo shall have taken all necessary
steps, including duly passing the necessary directors resolutions, to provide
that each Buffalo Option to be issued to each of the individuals listed in
section 3.12(h) of the Sargold Disclosure Letter pursuant to the Arrangement
shall be fully vested and exercisable in the hands of such Sargold Optionholder
on the Effective Date and the expiry date of such option shall be the original
expiry date of the Sargold Option, whether or not the Sargold Optionholder has
resigned or otherwise ceased employment with Sargold, Amalco or Buffalo; (e) Sargold shall have received a certificate of Buffalo and Subco
addressed to Sargold and dated the Effective Date, signed on behalf of Buffalo
and Subco by the Chief Executive Officer of Buffalo and Subco, confirming that
the conditions in Sections 6.3(a), (b), (c) and (d) have been satisfied; and (f) The board of directors of Buffalo shall have adopted all necessary
resolutions, and all other necessary corporate action shall have been taken by
Buffalo and Subco to permit the Arrangement.  6.4 Satisfaction of Condition The conditions precedent set out in
Sections 6.1, 6.2 and 6.3 will be conclusively deemed to have been satisfied,
waived or released at the Effective Time. ARTICLE 7AMENDMENT AND
TERMINATION  7.1 Amendment This Agreement may, at any time and
from time to time before or after the holding of the Sargold Meeting but not
later than the Effective Time, be amended by mutual written agreement of the
parties hereto and any such amendment may, without limitation: (a) change the time for performance of any of the obligations or acts
of the parties, including an extension of the Termination Date; (b) waive any inaccuracies or modify any representation or warranty
contained herein or in any document delivered pursuant hereto; (c) waive compliance with or modify any of the covenants herein
contained and waive or modify performance of any of the obligations of the
parties; and (d) waive compliance with or modify any conditions precedent herein
contained.     ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
228 ______________________________________________________________________________________________________    7.2 Termination (a) If any condition contained in Sections 6.1 or 6.2 is not satisfied
or waived at or, before the Termination Date, then, provided Buffalo is not in
material breach of this Agreement, Buffalo may, by notice to Sargold terminate
this Agreement and the obligations of the parties hereunder (except as otherwise
herein provided) but without detracting from the rights of Buffalo arising from
any breach by Sargold but for which the condition would have been
satisfied.  (b) Ifany condition contained in Sections 6.1 or 6.3 is not
satisfied or waived at or before the Termination Date, then, provided Sargold is
not in material breach of this Agreement, Sargold may by notice to Buffalo
terminate this Agreement and the obligations of the parties hereunder (except as
otherwise herein provided) but without detracting from the rights of Sargold
arising from any breach by Buffalo but for which the condition would have been
satisfied. (c) This Agreement may be terminated, in each case prior to the
Termination Date: (i) By the mutual agreement of Sargold and Buffalo (without any action
on the part of the Sargold Shareholders). (ii) By Buffalo, upon written notice to Sargold, if: (A) the  board of directors of Sargold fails to recommend, or
withdraws, modifies, qualifies or changes in a manner adverse to Buffalo or in
any manner which could reasonably be expected to reduce the likelihood of the
Arrangement Resolution being approved at the Sargold Meeting, its approval or
recommendation of the Arrangement Resolution (including as contemplated in
Section 5.5(b)); (B) the board of directors of Sargold approves or recommends an
Acquisition Proposal; (C) Sargold fails to hold the Sargold Meeting on or before October 31,
2007 unless such failure results from: (1) an adjournment of the Sargold Meeting for not less than five
Business Days and not more than 10 Business Days due to an adjournment of the
Sargold Meeting in the circumstances described in Section 5.4(g); or (2) for reasons beyond the control of Sargold so long as Sargold is in
compliance with the other terms and conditions of this Agreement and it has been
and continues to be using all commercially reasonable efforts to hold the
Sargold Meeting as soon as practicable after October 31, 2007; or  (D) Sargold has breached the covenant set out in Section 5.4(a).  (iii) By Sargold, upon written notice to Buffalo, in order to enter into
a definitive written agreement with respect to a Superior Proposal, subject to
compliance with Section5.5(b). (d) If
the Effective Time does not occur on or prior to the close of business on the
Termination Date, then this Agreement will terminate unless otherwise agreed in
writing by the parties.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
229 ______________________________________________________________________________________________________    7.3 Effect of Termination If this Agreement is terminated in
accordance with the provisions of Section 7.2, no party will have any further
liability to perform its obligations hereunder except for those obligations
arising under the provisions of this Section 7.3 Section 5.3(c), Section 7.4 and
Section 8.9 which will continue notwithstanding such termination; provided that
neither the termination of this Agreement nor anything contained in this Section
7.3 will relieve any party from any liability for any breach by it of this
Agreement, including from any inaccuracy in its representations and warranties
and any non-performance by it of its covenants and agreements made herein.
 If it is judicially determined that termination of this Agreement was
caused by an intentional breach of this Agreement, then, in addition to any
other remedies at law or equity for breach of this Agreement, the party so found
to have intentionally breached this Agreement will indemnify and hold harmless
the other parties for their out-of-pocket costs, including reasonable fees and
expenses of their counsel, accountants, financial advisors and other experts and
advisors, incidental to the negotiation, preparation and execution of this
Agreement and related documentation.       7.4 Termination Fee Payment to Sargold If Sargold terminates this Agreement
pursuant to Section 7.2(b) as a result of any of the conditions set out in
Section 6.3 not being satisfied by Buffalo (unless waived by Sargold), then
Buffalo will pay to Sargold the Termination Fee in immediately available funds
to an account designated by Sargold within five Business Days after written
notice of termination by Sargold. Buffalo will not be obligated to make more
than one payment pursuant to this Section. 7.4.      7.5 Termination Fee Payment to Buffalo If Buffalo terminates this Agreement
pursuant to Section 7.2(c)(ii)(D) and or Sargold terminates this Agreement
pursuant to Section 7.2(c)(iii), then Sargold will pay to Buffalo the
Termination Fee in immediately available funds to an account designated by
Buffalo within five Business Days after written notice of termination by
Buffalo.   7.6 Effect of Payments Each of the parties acknowledges that
the agreements contained in Sections 7.4 and 7.5 are an integral part of the
transactions contemplated in these Agreements and that, without these
agreements, the parties would not enter into this Agreement. Each party
acknowledges, that the payment amount set out in Sections 7.4 and 7.5 are
payments of liquidated damages which are a genuine estimate of the damages which
Sargold or Buffalo respectively will suffer or incur as a result of the event
giving rise to such payment and the resulting termination of this Agreement and
is not a penalty. Each party irrevocably waives any right that it may have to
raise as a defence that such liquidated damages are excessive or punitive. For
greater certainty, the parties agree the payment of the amount pursuant to
Sections 7.4 and 7.5 are the sole monetary remedy of the party. Nothing
contained herein will preclude a party from seeking injunctive relief to
restrain any breach or threatened breach of the covenants or agreements set
forth in this Agreement or the Confidentiality Agreement or otherwise to obtain
specific performance of any such acts, covenants or agreements.    ARTICLE 8GENERAL  8.1 Investigation Any investigation by a party hereto
and its advisors will not mitigate, diminish or affect the representations and
warranties of any other party to this Agreement.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
230 ______________________________________________________________________________________________________    8.2 Notice All notices and other communications
hereunder will be in writing and will be deemed given when delivered personally,
telecopied (which is confirmed) or dispatched (postage prepaid) to a nationally
recognized overnight courier service with overnight delivery instructions, in
each case addressed to the particular party at:  (a) If to Sargold, at: Suite
400837 West Hastings StreetVancouver, British ColumbiaCanada V6C
3N6 Attention:
Richard WarkeFacsimile No.: 604-687-1715 with a copy to: Fasken
Martineau DuMoulin LLP2100 - 1075 West Georgia StreetVancouver, British
ColumbiaCanada V6E 3G2 Attention:
Josh LewisFacsimile No. 604-631-3232 (b) If to Buffalo, at: 24th
Floor1111 West Georgia StreetVancouver, British ColumbiaCanada V6E
4M3 Attention: James
G. StewartFacsimile No.: 604-331-8773 with a copy to: Miller
Thomson LLPSuite 1000 840 Howe StreetVancouver, British
ColumbiaV6Z 2M1 Attention: Rupert
A. LeggeFacsimile No.: 604-643.1200 or at such other address of which any
party may. from time to time, advise the other parties by notice in writing
given in accordance with the foregoing. Any notice delivered or telecopied
will be deemed to have been given and received on the business day next
following the date of delivery.    8.3 Assignment No party hereto may assign this
Agreement or any of its rights, interests or obligations under this Agreement
(whether by operation of law or otherwise).   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
231 ______________________________________________________________________________________________________     8.4 Binding Effect Subject to Section 8.3, this
Agreement will be binding upon, entire to the benefit of and be enforceable by
the parties hereto and their respective successors and assigns.   8.5 Third-Party Beneficiaries Nothing in this Agreement, express or
implied, will be construed to create any third-party beneficiaries or create any
liability or obligation to any person not a party to this Agreement.   8.6 Waiver and Modification Sargold and Buffalo may waive or
consent to the modification of, in whole or in part, any inaccuracy of any
representation or warranty made to them hereunder or in any document to be
delivered pursuant hereto and may waive or consent to the modification of any of
the covenants or agreements herein contained for their respective benefit or
waive or consent to the modification of any of the obligations of the other
parties hereto. Any waiver or consent to the modification of any of the
provisions of this Agreement, to be effective, must be in writing executed by
the party granting such waiver or consent.   8.7 No Personal Liability (a) No director or officer of Buffalo or any of its Subsidiaries will
have any personal liability whatsoever to Sargold under this Agreement, or any
other document delivered in connection with the Arrangement on behalf of
Buffalo. (b) No director or officer of Sargold or any of its Subsidiaries will
have any personal liability whatsoever to any Buffalo Party under this
Agreement, or any other document delivered in connection with the Arrangement on
behalf of Sargold.  8.8 Further Assurances Each party hereto will, from time to
time, and at all times hereafter, at the request of the other parties hereto,
but without further consideration, do all such further acts and execute and
deliver all such further documents and instruments as will be reasonably
required in order to fully perform and carry out the terms and intent
hereof.    8.9 Expenses Subject to Section 7.3, the panics
agree that all expenses of the parties relating to this Agreement and (the
transactions contemplated hereby, including legal fees, accounting fees,
financial advisory fees, regulatory filing fees, all disbursements of advisors,
and printing and mailing costs, will be paid by the party incurring such
expenses.   8.10 Public Announcements Buffalo and Sargold agree to consult
with each other prior to issuing any news releases or public statements with
respect to this Agreement or the Arrangement and to use their respective
commercially reasonable efforts not to issue any news releases or public
statements inconsistent with the results of such consultations. Subject to
applicable Laws, each party will use its commercially reasonable efforts to
enable the other parties to review and comment on all such news releases prior
to the release thereof. The parties agree to issue jointly a news release with
respect to the Arrangement as soon as practicable following the execution of
this Agreement. Buffalo and Sargold also agree to consult with each other in
preparing and making any filings and communications in connection with any
Required Regulatory Approvals. Sargold will provide to Buffalo a copy of any
press release to be issued by Sargold after the date of this Agreement and will
consult with Buffalo in connection therewith.   8.11 Governing Laws and Consent to Jurisdiction This Agreement will be governed by
and construed in accordance with the Laws of the Province of British Columbia
and the Laws of Canada applicable therein and will be treated in all respects as
a British Columbia contract. Each party hereby irrevocably attorns to the
jurisdiction of the courts of the Province of British Columbia in respect of all
matters arising under or in relation to this Agreement.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
232 ______________________________________________________________________________________________________     8.12 Remedies The parties acknowledge and agree
that an award of money damages would be inadequate for any breach of this
Agreement by any party or its representatives and any such breach would cause
the non-breaching party irreparable harm. Accordingly, the parties hereto agree
that, in the event of any breach or threatened breach of this Agreement by one
of the parties, the panics will also be entitled, without the requirement of
posting a bond or other security, to equitable relief, including injunctive
relief and specific performance, provided such party is not in material default
hereunder. Such remedies will not be the exclusive remedies for any breach of
this Agreement but will be in addition to all other remedies available at law or
equity to each of the panics.   8.13 Time of Essence Time will be of the essence in this
Agreement.   8.14 Entire Agreement This Agreement including the
disclosure letters, the agreements and other documents referred to herein
constitute the entire agreement among the parties hereto and supersede all other
prior agreements, understandings, negotiations and discussions, whether oral or
written, among the parties hereto with respect to the matters hereof and
thereof.   8.15 Severability If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement will
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
will negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.   8.16 Counterparts This Agreement may be executed and
delivered (including by facsimile transmission) in counterparts, each of which
will be deemed to be an original but all of which together will constitute one
and the same instrument.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
233 ______________________________________________________________________________________________________     IN WITNESS WHEREOF the parties
hereto have executed this Agreement as of the date first written above.  BUFFALO
GOLD LTD.Per:Name:Title:I/We have the authority to bind the
corporation  6833268
CANADA INC.Per:Name:Title:I/We have the authority to bind the
corporation  SARGOLD
RESOURCE CORPORATIONPer:Name:Title:I/We have the authority to bind the
corporation   ___________________________________________________________________________________           ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
234 ______________________________________________________________________________________________________     SCHEDULE A PLAN OF ARRANGEMENT                                  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
235 ______________________________________________________________________________________________________    Schedule A _____________________________________________________________________   PLAN OF
ARRANGEMENT  INVOLVING BUFFALO GOLD LTD. -AND - 6833268 CANADA INC. -AND - SARGOLD RESOURCE CORPORATION PURSUANT TO SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT             __________________________________________________________________________________            ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
236 ______________________________________________________________________________________________________    PLAN OF
ARRANGEMENT ARRANGEMENT UNDER SECTION 192 OFTHE CANADA BUSINESS
CORPORATIONS ACT  1. DEFINITIONS AND INTERPRETATION  1.1 Definitions (a) affiliate has the meaning ascribed thereto in the CBCA,
unless otherwise expressly stated herein. (b) Amalco means the corporation resulting from the
amalgamation of the Amalgamating Companies. (c) Amalco Common Shares means common shares in the capital
of Amalco. Amalgamating Companies means Subco and Sargold. (e) Amalgamation means the amalgamation of Subco and Sargold
to occur pursuant to theArrangement. (f) Arrangement means the arrangement under section 192 of
the CBCA on the terms and conditions set forth in this the Plan of
Arrangement. (g) Arrangement Agreement means the arrangement agreement
dated as of the 31st day of August, 2007 among Buffalo, Subco and
Sargold, including the schedules attached thereto,as the same may be
supplemented or amended from time to time. (h) Articles of Arrangement means the Articles of Arrangement
with respect to the Arrangement to be tiled with the Director in the term agreed
by the Parties. (i) Arrangement Resolution means the special resolution of
the Sargold Shareholders approving the Arrangement to be considered at the
Sargold Meeting, substantially in the form and content of Schedule B to the
Arrangement Agreement. (j) Buffalo means Buffalo Gold Ltd. a corporation
incorporated pursuant to the laws of the Province of Alberta. (k) Buffalo Shares means common shares in the capital of
Buffalo including common shares issued and outstanding as of the date hereof and
common shares to be issued under the Arrangement to Sargold Shareholders. (l) Buffalo Options means options to purchase Buffalo Shares
to be issued in connection with the Arrangement. (m) Buffalo Securities means Buffalo Shares, Buffalo Options
and Buffalo Warrants. (n) Buffalo Shareholders means the holders of the Buffalo
Shares. (o) Buffalo Stock Plan means Buffalos existing stock option
plan, which provides for the issuance and grant of options to purchase Buffalo
Shares. (p) Buffalo Warrants means warrants to purchase common shares
of Buffalo to be issued in connection with the Arrangement. (q) Business Day means any day on which commercial banks are
generally open for business in Vancouver, British Columbia other than a
Saturday, a Sunday or a day observed as a holiday in Vancouver, British Columbia
under the laws of the Province of British Columbia or the federal laws of
Canada, (r) CBCA means the Canada Business Corporations Act
including all regulations made thereunder, as may be amended from time to
time.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
237 ______________________________________________________________________________________________________    s) Certificate of Arrangement means the Certificate of
Arrangement issued by the Director under sections 192(7) and 262 of the CBCA in
respect of the Arrangement. (t) Circular means the notice of the Sargold Meeting and
accompanying management proxy circular, including all schedules and exhibits
thereto, to be sent by Sargold to the Sargold Shareholders in connection with
the Sargold Meeting. (u) Court means The Supreme Court of British Columbia,
Vancouver Registry. (v) Depository means at Cornputershare Trust Company of
Canada its principal offices in the cities of Toronto and Vancouver, (w) Director means the person appointed as Director
pursuant to section 260 of the CBCA. (x) Dissenting Shareholders means a registered Sargold
Shareholder who, in connection with the Arrangement Resolution, has exercised
the right to dissent in accordance with Section 190 of the CBCA and who has not
withdrawn the notice of the exercise of such rights and in respect of which
Sargold has not rescinded the Arrangement Resolution; (y) Dissent Rights means the rights of dissent with respect
to the Arrangement pursuant to Section 190 of the CBCA, (a) (z) Effective Date means the date set forth in the
Certificate of Arrangement. (aa) Effective Time means 8:00 a.m. (Vancouver time) on the
Effective Date (bb) Final Order means the final order of the Court granting
final approval of the Plan of Arrangement, confirming the fairness of the terms
and conditions thereof, confirming compliance with the terms of the Interim
Order and authorizing and directing the implementation of the Arrangement. (cc) Interim Ordermeans the interim order of the Court made
pursuant to subsection 192(4) of the CBCA in connection with the approval of the
Plan of Arrangement, following application therefore pursuant to section 2.1 of
the Arrangement Agreement, and setting such conditions and directions far final
approval as the Court may direct. (dd) Letter of Transmittal means the letter of transmittal
forwarded by Sargold to the Sargold Securityholders with the Circular. (ee) person includes any individual, firm, partnership, joint
venture, venture capital fund, limited liability company, unlimited liability
company, association, trust, trustee, executor, administrator, legal personal
representative, estate, group, body corporate, corporation, unincorporated
association or organization, governmental entity, syndicate or other entity,
whether or not having legal status. (ff) Plan of Arrangement means this Plan of Arrangement or,
substantially the term and conditions set forth herein with such revisions and
amendments thereto as are adopted or approved pursuant to the terms hereof and
the Arrangement Agreement, (gg) Sargold means Sargold Resource Corporation, a corporation
incorporated pursuant to the CBCA. (hh) Sargold Shares means common shares in the capital of
Sargold. (ii) Sargold Meeting means the special meeting of Sargold
Shareholders, including any adjournment, adjournments, postponement or
postponements thereof, to be called and held to consider the Arrangement
Resolution. (jj) Sargold Options means the Sargold Share purchase options
granted under the Sargold Share Option Plan. (kk) Sargold Optionholders means the holders of Sargold
Options.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
238 ______________________________________________________________________________________________________    (ll) Sargold Securities means the Sargold Shares, Sargold
Options and Sargold Warrants. (mm) Sargold Securityholders means the holders of Sargold
Securities, (nn) Sargold Shareholders means the holders of Sargold
Shares. (oo) Sargold Warrantholders means the holders of Sargold
Warrants. (pp) Sargold Warrants means the issued and outstanding
warrants entitling the holders thereof to purchase common shares in the capital
of Sargold. (qq) Subco means 6833268 Canada Inc., a corporation
incorporated pursuant to the CBCA.  1.2 Interpretation Not Affected by Headings The division of this Plan of
Arrangement into articles, sections, subsections, paragraphs and subparagraph
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this Plan of Arrangement Unless
otherwise specifically indicated, the terms this Plan of Arrangement,
hereof, hereunder and similar expressions refer to this Plan
of Arrangement as a whole and not to any particular articles, section,
subsection, paragraph or subparagraph and include any agreement or instrument
supplementary or ancillary hereto.   1.3 Number and Gender Unless the context otherwise
requires. words importing the singular number only shall include the plural and
vice versa, words importing the use of either gender shall include both genders
and neuter and words importing persons shall include firms and
corporations.   1.4 Meaning Words and phrases used herein and
defined in the Act shall have the same meaning herein is in the Act, unless the
contest otherwise requires.   1.5 Currency All references to currency in this
Plan of Arrangement are to Canadian dollars.   1.6 Time Unless otherwise indicated, all times
expressed herein are local time, Vancouver, British Columbia.   1.7 Withholding Tax All amounts required to be paid,
deposited or delivered under the Arrangement will be paid, deposited or
delivered after deduction of any amount required by applicable law to be
deducted or withheld on account of taxes lawfully payable, and the deduction of
such amounts and remittance met the applicable tax authorities will, to the
extent thereof, satisfy such requirement to pay, deposit or deliver any amounts
or monies hereunder.  2. ARRANGEMENT AGREEMENT  2.1 Arrangement Agreement This Plan of Arrangement is made
pursuant to, is subject to the provisions of, and forms part of the Arrangement
Agreement.    3. THE ARRANGEMENT  3.1 Binding Effect This Plan of Arrangement will become
effective on, and be binding on and after, the Effective Time Buffalo, Subco,
Sargold and on all of the Sargold Securityholders.     ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
239 ______________________________________________________________________________________________________     3.2 The Arrangement At the Effective Time the following
shall occur and shall be deemed to occur in the following order without any
further act or formality:  (a) All issued and outstanding: (i) Sargold Shares (other than Sargold Shares in respect of which a
Dissenting Shareholder has duly and validly exercised Dissent Rights) shall be
transferred to Buffalo (free of any claims or encumbrances) and the holders
thereof shall be entitled to receive from Buffalo one Buffalo Share for each 3.5
Sargold Shares transferred; (ii) Sargold Options shall be cancelled and the holders thereof shall
be entitled to receive from Buffalo in consideration for such cancellation one
Buffalo Option for each 3.5 Sargold Options cancelled, such Buffalo Options to
have a corresponding exercise price as the Sargold Option after taking into
account such exchange ratio and an expiry date as provided for in the
Arrangement Agreement; and (iii) Sargold Warrants shall be cancelled and the holders thereof shall
be entitled to receive from Buffalo in consideration for such cancellation one
Buffalo Warrant, for each 3.5 Sargold Warrants cancelled, such Buffalo Warrants
to be on the same terms and conditions as the Sargold Warrant, including expiry
date and exercise price after taking into account such exchange ratio; (b) With respect to each Sargold Security to which paragraph 3.2(a)
applies: (i) the registered holder thereof shall cease to be a holder of such
securities and such holders name shall be removed from the Sargold Shareholder
Register, Sargold Register of Options and Sargold Register of Warrants as of the
Effective Time; and (ii) Buffalo shall be the transferee of such Sargold Shares (free of
any claims or encumbrances) and shall be entered in the applicable securities
registers of Sargold as die holder thereof; (c) each Dissenting Shareholder shall cease to have any rights as a
Sargold Shareholder other than the right to be paid the fair value in respect of
the Sargold Shares held by such Dissenting Shareholder in accordance with the
provisions of the CBCA; (d) each of the Amalgamating Companies shall amalgamate with the other
pursuant to section 192(1)(b) of the CBCAand the Final Order promulgated
pursuant thereto to form Amalco and shall continue as one corporation under the
CBCA and: (i) the name of Amalco shall be Buffalo Gold Minerals Inc.; (ii) the head and principal office of Amalco shall be located initially
at 24th Floor, 1111 West Georgia Street. Vancouver, British Columbia,
V6E 4M3; (iii) the registered office of Amalco shall be located at Suite 1000,
840 Howe Street, Vancouver, British Columbia, V6Z 2M1; (iv) the authorized share capital of Amalco shall consist of an
unlimited number of Amalco Common Shares;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
240 ______________________________________________________________________________________________________    (v) the board of directors of Amalco shall, until otherwise changed in
accordance with the CBCA, consist of a minimum number of one and a maximum
number of ten directors. Subject to section 106 of the CBCA, the directors, in
order to increase the number of directors within the limits prescribed by the
Articles of Amalco, may appoint one or more additional directors of Amalco, who
shall hold office for a term expiring not later than the close of the next
annual meeting of shareholders, but the total number of directors so appointed
shall not exceed one-third (1/3) of the number of directors elected at the
previous annual meeting of shareholders of Amalco; (vi) the first directors of Amalco shall be the persons whose names and
addresses are set out below, who shall hold office until the next annual meeting
of Amalco, or until their successors are elected or appointed: Name
Address
Canadian
ResidentJames
G. Stewart
c/o
24th Floor, 1111 West Georgia Street,Vancouver, British
Columbia, V6E 4M3
CanadianBrian
McEwen
c/o
24th Floor, 1111 West Georgia Street,Vancouver, British
Columbia, V6F 3M3
Canadian (vii) there shall be no restriction on the businesses that Amalco may
carry on; (viii) the Articles of Amalco in the form attached to the Articles of
Arrangement shall be the articles of Amalco; (ix) the bylaws of Amalco shall be the bylaws of Subco, until repealed,
amended or altered; (e) each issued and outstanding Sargold Share transferred to Buffalo
pursuant to paragraph 3.2(a) shall be converted into one Amalco Common Share; (f) each issued and outstanding Subco  Common Share shall be
converted into one Amalco Common Share; (g) subject to reduction to effect payments made to Dissenting
Shareholders as hereinafter set forth, the aggregate stated capital accounts in
the records of Amalco shall be the aggregate of the stated capital of all
classes of shares of the Amalgamating Corporations, and shall be allocated to
the stated capital account for the Amalco Common Shares, as adjusted to reflect
payments that may be made to Dissenting Shareholders; and (h) the provisions of section 186 of the CBCA shall, and shall be
deemed to, apply to Amalco in the same fashion as if Amalco had been the subject
of a Certificate of Amalgamation to which section 186 of the CBCA applies.   4. CERTIFICATES, PAYMENTS AND FRACTIONS   4.1 Delivery of Consideration (a) At the Effective Time, Buffalo will deposit with the Depositary
certificates representing the Buffalo Securities payable and issuable in
accordance with the provisions of Article 3 hereof.  Subject to Section
4.5, on and after the Effective Time, all certificates formerly representing
Sargold Securities shall cease to represent such securities and shall represent
only the right to receive the consideration therefore specified in section 3.2
in accordance with the terms of the Arrangement, subject to compliance with
requirements set forth in this Article 4.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
241 ______________________________________________________________________________________________________    (b) As soon as practicable after the Effective Time, upon the holder
depositing with the Depositary certificates representing Sargold Securities
accompanied by a duly completed Letter of Transmittal and such other documents
and instruments as the Depositary may reasonably require, Buffalo shall cause
the Depositary to deliver, to such or otherwise in accordance with the Letter of
Transmittal, the certificates evidencing the Buffalo Securities to which such
holder is entitled in accordance with the terms of the Arrangement.  4.2 Distributions with Respect to Unsurrendered
Certificates No dividends or other distributions
declared of made effective after the Effective Time with respect to Buffalo
Shares with a record date after the Effective Time shall be paid to a holder of
any unsurrendered certificate unless or until such holder surrenders such
certificate in accordance with Section 4.1.  Subject to applicable law, at
the time of such surrender of any such certificate (or, in the case of clause
(b) below, at an appropriate payment date), there shall be paid to such holder,
without interest: (a) the amount of dividends or other distributions with a record date
after the Effective Time previously paid with respect to the Buffalo Shares to
which such holder is entitled; (b) on the appropriate payment date, the amount of dividends or other
distributions with a record date after the Effective Time but prior to surrender
and a payment date subsequent to surrender, payable with respect to each Buffalo
Share.  4.3 No Fractional Buffalo Securities No fractional Buffalo Securities will
be issued to Sargold Securityholders. If a Sargold Securityholder is entitled to
receive a fractional Buffalo Security, the number of Buffalo Securities issuable
to such securityholder under the Arrangement will be rounded up or down to the
nearest whole number of Buffalo Securities such Sargold Securityholder is
entitled to receive under this Arrangement.   4.4 Lost Certificates If any certificate which immediately
prior to the Effective Time represented outstanding Sargold Securities that were
exchanged pursuant to Article 3 hereof, has been lost, stolen or destroyed, then
upon the making of an affidavit of that fact by the person claiming such
certificate to be lost, stolen or destroyed, the Depositary will, subject to the
terms hereof, issue in exchange for such lost, stolen or destroyed certificate a
certificate representing Buffalo Securities payable in respect thereof. When
authorizing such issuance in exchange for any lost, stolen or destroyed
certificate, the person to whom a certificate representing Buffalo Securities to
be issued shall, as a condition precedent to the issuance thereof, give a bond
satisfactory to the Depositary and Buffalo in such sum as Buffalo may reasonably
direct or otherwise indemnify Buffalo and the Depositary in a manner
satisfactory to them against any claim that may be made against Buffalo or the
Depositary with respect to the certificate alleged to have been lost, stolen or
destroyed.    4.5 Unclaimed Certificates Notwithstanding any of the other
provisions hereof, any certificate which immediately prior to the Effective Time
represented outstanding Buffalo Securities that has not been surrendered with
all other documents and instruments required on or prior to the sixth
anniversary of the Effective Date, shall cease to represent a claim or interest
of any kind or nature against Sargold, Buffalo or Amalco and the right of such
holder to receive Buffalo Securities, shall be deemed to have been surrendered
and forfeited to Buffalo, together with all entitlements to dividends,
distributions and any interest thereon held for such former holder for no
consideration.   4.6 Withholding Rights Buffalo and the Depositary shall be
entitled to deduct and withhold from any consideration payable to any holder of
Sargold Securities pursuant to Section 3.2 hereof, such amounts as Buffalo or
the Depositary determines it is required or permitted to deduct and withhold
with respect to such payment under the Income Tax Act (Canada) or any
provision of any other applicable federal, provincial, territorial, state, local
or foreign tax laws, in each case, as amended. To the extent that amounts are so
withheld, such withheld amounts shall be treated for all purposes hereof as
having been paid to the holder of the securities in respect of which such
deduction and withholdings was made, provided that such withheld amounts are
actually remitted to the appropriate taxing authority.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
242 ______________________________________________________________________________________________________    5. DISSENT RIGHTS   5.1 Dissenting Shareholders Sargold Shareholders may exercise
rights of dissent with respect to the Arrangement Resolution up to 4:30 p.m.
(Vancouver time) on the Business Day prior to the date of the Meeting pursuant
to and in the manner set forth in section 190 of the CBCA and this section 5.1.
 Dissenting Shareholders who exercise such rights of dissent who: (a) are ultimately entitled to be paid fair value for their Sargold
Shares shall be deemed to have transferred such Sargold Shares to Buffalo at the
Effective Time; or (b) are ultimately not entitled, for any reason, to be paid fair value
for their Sargold Shares shall be deemed to have participated in the Arrangement
on the same basis as any non-dissenting Sargold Shareholder and each Sargold
Share held by that Sargold Shareholder shall thereupon be deemed to have been
transferred to Buffalo as of the Effective Time in accordance with section
3.2(a) hereof. In no case shall Sargold, Subco or
Buffalo be required to recognize Dissenting Shareholders as holders of Sargold
Shares on or after the Effective Time, and the names of such Dissenting
Shareholders shall be deleted from the register of holders of Sargold Shares as
of the Effective Time.  6. AMENDMENT  6.1 Arrangement Amendment Buffalo, Subco and Sargold reserve
the right to amend, modify and/or supplement this Plan of Arrangement at any
time and from time to time in accordance with the provisions of the Arrangement
Agreement provided that any such amendment, modification or supplement must be
contained in a written document that is (a) communicated to Sargold Shareholders
in the manner required by the Court (if so required); and (b) filed with the
Court and, if made following the Sargold Meeting approved by the Court.   6.2 Pre-Meeting Amendment Any amendment, modification or
supplement to this Arrangement may be proposed at any time prior to or at the
Sargold Meeting with or without any other prior notice or communication, and if
so proposed and accepted by be persons voting at the Sargold Meeting (or
resolving in writing as the ease may be), other than as may be required under
the Interim Order, shall become part of this Arrangement for all purposes.  6.3 Post-Meeting Amendment Any amendment, modification or
supplement to this Arrangement that is approved by the Court following the
Sargold Meeting shall be effective only (a) if required by applicable law, it is
consented to by the Sargold Shareholders; and (b) if it is consented to by
Buffalo, Subco  and Sargold.  7. EFFECTIVENESS OF ARRANGEMENT  7.1 Procedure for Arrangement to Become Effective The Arrangement will not become
effective until: (a) it is authorized, approved and agreed to by the requisite
majorities of the Sargold Shareholders and the sole shareholder of Subco as
required by the CBCA, the Arrangement Agreement and the Interim Order; (b) the Final Order is thereafter obtained; and, (c) the final Order together with all supporting documentation
required pursuant to sections 192 and 262 of the CBCA have been accepted for
filing by the Director.  1.2 7.2 Deemed Consent At the Effective Time each Sargold
Securityholder (other than a Dissenting Shareholder, if any) will be deemed to
have consented to and to have agreed to all of the provisions of this
Arrangement. In particular, each Sargold Securityholder will be deemed to have
executed and delivered to Sargold all consents, releases, assignments and
waivers, statutory or otherwise, required to implement and carry out the
Arrangement and the Amalgamation.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
243 ______________________________________________________________________________________________________    SCHEDULE B  FORM OF ARRANGEMENT RESOLUTION RESOLUTION OF THE HOLDERS OF COMMON SHARES OF SARGOLD RESOURCES
CORPORATION (the Company) RESOLVED, as a special
resolution, that: 1. the arrangement agreement dated August 31, 2007 (the
Arrangement Agreement) among Buffalo Gold Ltd. (Buffalo),
6833268 Canada Inc. (Subco) and Sargold Resources Corporation (the
Company), as such agreement may be or may have been modified or
amended, is hereby confirmed, ratified, approved and adopted; 2. the arrangement (the Arrangement) under section 192 of
the Canada Business Corporations Act(CBCA) involving Buffalo,
Subco and the Company set forth in the plan of arrangement (the Plan of
Arrangement) attached as Schedule A to Arrangement Agreement, and as more
particularly described and set forth in the Companys Management Information
Circular dated l, 2007 (the
Information Circular), as the Arrangement may be modified or amended,
is hereby authorized, approved and adopted; 3. any director or officer of the Company be and is hereby authorized
and directed for and on behalf of the Company to execute, under the seal of the
Company or otherwise, and to deliver Articles of Arrangement and such other
documents as are necessary or desirable to the Director under the CBCA in
accordance with the Arrangement Agreement for filing; 4. Notwithstanding that this resolution has been passed (and the
arrangement adopted) by the shareholders of the company or that the arrangement
may have been approved by the Supreme Court of British Columbia (the
Court), the directors of the company are hereby authorized and
empowered: (a) to amend the Arrangement Agreement and the Plan of Arrangement to
the extent permitted by tile Arrangement Agreement; and/or (b) to decide not to proceed with the Arrangement or to otherwise give
effect to this resolution at any time prior to the issue of a Certificate of
Arrangement under the CBCA without further notice to or approval of the
shareholders of the Company, and 5. any officer or director of the company be and is hereby authorized
and directed for and on behalf of the company to deliver or cause to be
delivered, all such other documents and instruments and to perform or cause to
be performed all such other acts and things as in such persons opinion may be
necessary or desirable to give full effect to the foregoing resolution and the
matters authorized thereby, such determination to be conclusively evidenced by
the execution and delivery of such document, agreement or instrument or the
doing of any such act or thing.                  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
244 ______________________________________________________________________________________________________    SCHEDULE C REQUIRED REGULATORY APPROVALS Canada ● The
granting of the Interim Order by the Court ● The
granting of the Final Order by the Court ● Any
required exemption orders from the provincial or territorial securities
regulators to permit the resale of Buffalo Shares by recipients thereof under
the Arrangement ● Conditional
approval of the TSXV to the Arrangement and the issuance of Buffalo Securities
to be issued under the Arrangement                                ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
245 ______________________________________________________________________________________________________    SCHEDULE D  SARGOLD SUBSIDIARIES ● 651030B.C.
Ltd. ● Gold
Mines of Sardinia Pty. Ltd. ● SGM
Ricerche SpA ● Mediterranean
Gold Mines Pty. Ltd. ● Euromining
Pty. Ltd. ● Sardinia
Gold Mining SpA(1)          ______________________________ (1) Sargold indirectly
owns 90% of this company                    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
246 ______________________________________________________________________________________________________    SCHEDULE E  BUFFALO SUBSIDIARIES  ● Buffalo
PNG Ltd. ● Canon
Investments Pty. Ltd. ● Gold
FX Limited ● Murphy
Uranium Pty. Ltd. ● Gold
Finance and Exploration Pty. Limited ● Madison
Enterprises (PNG) Ltd.(2)                   _________________________________ (2) Buffalo owns 60% of
this company                  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
247 ______________________________________________________________________________________________________    EXHIBIT 4.AT:
   SHARE PURCHASE AGREEMENT BETWEEN THE COMPANY AND LONGVIEW
CAPITAL PARTNERS INCORPRATRED DATED JANUARY 17, 2008 _____________________________________________________________________   THIS SHARE PURCHASE AGREEMENTmade as of the 17th day of January, 2008. BETWEEN: LONGVIEW CAPITAL PARTNERS INCORPORATEDof Vancouver,
British Columbia (the Vendor) AND: BUFFALO GOLD LTD of Vancouver, British Columbia (the Purchaser) WHEREAS: A. The
Vendors have agreed to sell and the Purchasers have agreed to purchase 5,724,500
common shares in the capital of the AMI Resources Inc. (the Shares).  THIS AGREEMENT WITNESSESthat
in consideration of the mutual covenants hereinafter contained, the parties
agree as follows: 1. INTERPRETATION 1.11 In
this Agreement: (a) Closing means the completion of the transactions contemplated by
this Agreement on the Closing Date; (b) Closing Date means January 17, 2008 or such other date as may be
agreed upon by the parties; and (c) Purchase Price means $2,289,800.00 payable as specified in
section 3. 1.2 In
this Agreement, except as otherwise expressly provided: (a) Agreement means this agreement, including the preamble and any
schedules hereto, as it may from time to time be supplemented or amended; (b) all
references in this Agreement to a designated paragraph, section or other
subdivision or to a schedule is to the designated paragraph, section or other
subdivision of, or schedule to, this Agreement; (c) the
words herein, hereof and hereunder and any words of similar import refer
to this Agreement as a whole and not to any particular paragraph, section or
other subdivision; (d) the
headings of this Agreement are for convenience only and do not form a part of
this Agreement and are not intended to interpret, define or limit the scope,
extent or intent of this Agreement or any provision hereof; (e) the
singular of any term includes the plural and, vice versa, the use of any term is
equally applicable to any gender and, where applicable, a body corporate, the
word or is not exclusive and the word including is not limiting; (f) any
accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles applicable to Canada;
and (g) any
dollar amount referred to in this Agreement is in lawful currency of Canada.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
248 ______________________________________________________________________________________________________    2. WARRANTIES AND REPRESENTATIONS 2.1 The
Vendor represents, warrants and covenants that: (a) the
Vendor is the registered and beneficial owner of the Shares; (b) the
Shares are validly issued and outstanding as fully paid and non-assessable, are
free and clear of all liens, charges and encumbrances and are free trading; (c) the
Vendor has good and sufficient right and authority to enter into this Agreement
and to perform their respective obligations hereunder; and (d) the
Vendor is resident in Canada within the meaning of Section 116 of the Income
Tax Act(Canada). 2.2 The
Purchaser represents and warrants that it has good and sufficient right and
authority to enter into this Agreement. 2.3 The
representations and warranties set forth in section 2.1 shall be true at the
time of Closing as if made at such time and shall survive the Closing for a
period of 12 months from the Closing Date. 2.4 The
representations and warranties set forth in section 2.2 shall be true at the
time of Closing as if made at such time and shall survive the Closing for a
period of 12 months from the Closing Date. 3. PURCHASE AND SALE 3.1 In
consideration of the Purchase Price and subject to the terms and conditions of
this Agreement, the Vendor agrees to sell and the Purchaser agrees to purchase
the Shares. 3.2 The
Purchase Price shall be paid at the Closing by the delivery at the Closing of a
certified cheque or trust cheque in the amount of the Purchase Price in the name
of the Vendor. 4. CLOSING 4.1 The
Closing shall occur at the offices of the Vendor, Suite 2400-1111 West Georgia
street, Vancouver, British Columbia, at 2:00 p.m. (Vancouver time) on the
Closing Date. 4.2 At
the Closing, the Vendor shall deliver to the Purchaser one or more certificates
representing the Purchased Shares registered in the name of the Purchaser or its
nominees 4.3 At
the Closing, the Purchasers shall deliver to the Vendors the payment specified
in section 3.2 5. GENERAL 5.1 The
parties shall execute and deliver or cause to be executed and delivered at any
time all such agreements, transfers, instruments and writings and do and perform
all such acts and things for the purpose of completing the transactions
contemplated under this Agreement.. 5.2 This Agreement shall be construed solely in accordance with the
laws of British Columbia and the laws of Canada applicable therein. 5.3 This Agreement supersedes all prior agreements made between all or
any of the parties relating to the subject matter of this Agreement.  This
Agreement shall enure to the benefit of and be binding upon the parties and
their respective heirs, executors, administrators, successors and assigns. 5.4 This Agreement may be signed by the parties in counterparts, all
of which together shall form one and the same instrument and each of which so
signed shall be deemed to be an original.  This Agreement may be delivered
by fax.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
249 ______________________________________________________________________________________________________     IN WITNESS WHEREOFthe parties
have executed this Agreement as of the day and year first above written,
notwithstanding its actual date of execution.   LONGVIEW CAPITAL PARTNERS
INCORPORATED   Per:_____________________________________________ Authorized
Signatory   BUFFALO GOLD LTD.   Per:_____________________________________________ Authorized
Signatory                                    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
250 ______________________________________________________________________________________________________    EXHIBIT 4.AU:  CONSULTING
AGREEMENT DATED SETPEMBER 1, 2007 BETWEEN THE COMPANY, BRIAN R. MCEWEN AND BRIAN
R. MCEWEN CONSULTING INC. ____________________________________________________________________________  CONSULTING AGREEMENT  THIS AGREEMENTmade as of the 1st day of September, 2007  BETWEEN:  BUFFALO
GOLD LTD., a body corporate incorporated under the laws of British
Columbia, having its head office at 24th Floor, 1111 West Georgia
Street, Vancouver, British Columbia, V6E 4M3  (the
Company) OF THE FIRST PART AND:  BRIAN
R. MCEWEN CONSULTING INC., a body corporate incorporated under the laws of
Alberta, having its head office at 536 Oakwood Place, Calgary, Alberta, T2V
0K3 (the
Consultant) OF THE SECOND PART AND:  BRIAN
R. MCEWEN, of536 Oakwood Place, Calgary, Alberta, T2V 0K3 (the
Principal) OF THE
THIRD PART  WHEREAS the
Parties wish to enter into a written agreement which contains the agreed upon
terms and conditions upon which the Consultant will provide the services of the
Principal to the Company for their mutual benefit;  NOW
THEREFORE in consideration of the mutual covenants and agreements contained
in this agreement and for other good and valuable consideration, the adequacy of
which is hereby acknowledged, the parties to this agreement do mutually covenant
and agree as follows:  ARTICLE 1   DEFINITIONS AND
INTERPRETATION   SECTION
1.1 DEFINITIONS  Whenever used in
this Agreement, unless there is something in the subject matter or context
inconsistent therewith, the following words and terms will have the following
meanings:  (a) Business
means the business of the company conducted from time to time including, without
limitation, the business of sourcing, financing and developing junior resource
companies and the provision of merchant banking services to this sector;  (b) Business
Day means any day other than (i) a Saturday or Sunday; or (ii) a day on which
chartered banks in Vancouver, Canada are required to be closed; (c) Confidential
Information means any information, whether oral or written or otherwise
recorded, which is non-public, proprietary or confidential information of or
relating to the Company or the Business including, without limitation, (i)
information, trade secrets or know-how as to customers, suppliers, mineral
extraction or other processes, property, products or services of the Company,
including those relating to research, development, manufacturing, purchasing,
business or financial affairs, accounting, engineering, process engineering,
marketing, merchandising or selling of products and services of the Company;
(ii) any information relating to the relationship of the Company with any
potential investments, client companies, limited partners, suppliers,
principals, contacts or prospects of the Company as well as any information
relating to the present or proposed business or projects of the Company; (iii)
information, trade secrets and know-how which other persons shall require the
Company and its employees, agents and consultants to treat as confidential; and
(iv) all Intangible Property to the extent not included in the paragraphs (i),
(ii) and (iii) above;  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
251 ______________________________________________________________________________________________________     (d) Intangible
Property means all discoveries, inventions, improvements, techniques, findings,
reports, designs, programs, works of authorship, concepts and ideas, whether or
not patentable or copyrightable, know-how and similar intangible property made,
discovered, conceived, invented or improved by the Consultant during the course
of its engagement by the Company, whether alone or with others and whether
during regular working hours and through the use of the facilities and property
of the Company or any affiliate or otherwise, which in any way relates to the
Business or the Company;  (e) Parties
means the Company, the Consultant and the Principal; and  (f) Securities
Market Regulator means the TSX, TSX Venture Exchange, any Securities Commission
in Canada or the United States, Market Regulation Services, or similar
regulatory body.   SECTION
1.2 GENDER AND
NUMBER  Words importing
the singular include the plural and vice versa; and words importing gender
include all genders.   SECTION
1.3 ENTIRE
AGREEMENT AND WAIVER  This Agreement,
together with the agreements and other documents delivered pursuant hereto, or
concurrently herewith, constitute the entire understanding between the parties
pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
parties with respect to the subject matter hereof and there are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof except as specifically set forth in this Agreement and in
the agreements, instruments and other documents delivered pursuant hereto. No
supplement, modification, amendment or waiver of this Agreement will be binding
unless executed in writing by the party to be bound thereby. No waiver of any of
the provisions of this Agreement will be deemed to constitute a waiver of any
other provisions (whether or not similar) nor will such waiver constitute a
continuing waiver unless expressly provided.   SECTION
1.4 ARTICLE AND
SECTION HEADINGS  The Article and
section headings contained herein are included for convenience of reference
only, are not intended to be full or accurate descriptions of the content
thereof and will not be considered to be part of this Agreement.  SECTION
1.5 APPLICABLE
LAW  This Agreement
will be governed by and construed in accordance with the laws of the Province of
British Columbia and the laws of Canada applicable therein.   SECTION
1.6 CURRENCY  In
this Agreement, all money amounts are expressed in the currency of Canada.  ARTICLE 2TERM   SECTION
2.1 TERM  The
engagement of the Consultant hereunder shall commence on September 1, 2007.
 Such engagement and the provisions of this Agreement shall continue in
effect indefinitely or until terminated in accordance with the provisions of
this Agreement.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
252 ______________________________________________________________________________________________________     ARTICLE 3DUTIES OF CONSULTANT   SECTION
3.1 POSITION  The Company agrees
to engage the Principal as its President and Chief Executive Officer, to serve
in such capacity as the Companys needs may, from time to time, require and as
are made known to the Consultant by the Company or its authorized
representatives.   SECTION
3.2 TIME
REQUIRED  Throughout the
term of this Agreement, the Principal agrees to:  (a) devote sufficient
time and effort to carry out the performance of his duties under this Agreement
with the standard of care and diligence normally employed by a recognised
professional performing work of a similar nature;  (b) comply with all
lawful instructions and directions given to the Consultant or the Principal by
the Company or its authorized representatives, and  (c) obey and carry
out the by-laws of the Company, as well as all written rules, policies and
practices now or hereafter established and amended from time to time by the
Company for the conduct of its affairs.  Section
3.3 Description of
Duties  Schedule A
attached hereto contains a description of the duties and responsibilities of the
Consultant but is not intended to be an exhaustive list of the Principals
duties. The Consultant and the Principal understand that as the Company grows,
the nature of the Principals functions may change in accordance with changes in
the Companys needs.  Section
3.4 Compliance
with Laws  The Consultant and
the Principal will comply at all times during its employment with all
requirements of any applicable federal, provincial, or local law, rule or
regulation, including the policies of any Securities Market Regulator.     ARTICLE 4 COMPENSATION   Section
4.1 Compensation  The Consultant
shall be entitled to the compensation and benefits set out in Schedule B
attached hereto, payable in the manner outlined therein.    ARTICLE 5TERMINATION   Section
5.1 Termination  Notwithstanding
anything contained in this Agreement, the Parties agree that this Agreement and
the engagement of the Consultant and the Principal may be terminated as
follows:  (a) immediately by
the Company at its option, at any time, and without notice or pay in lieu of
such notice, for cause; for the purposes of this Agreement, cause shall
include, without limitation, the following:  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
253 ______________________________________________________________________________________________________     (i) a breach by the
Consultant or the Principal of this Agreement at any time;  (ii) any action by
the Consultant or the Principal constituting misconduct, dishonesty, or neglect
in the performance of the Consultants or the Principals duties and
responsibilities, a refusal to follow directions from the Company or a
dereliction of the Consultants or the Principals duty or responsibility
hereunder;  (iii) conviction of
the Consultant or the Principal of a criminal offence punishable by indictment;  (iv) conviction of
the Consultant or the Principal of a criminal offence punishable by summary
conviction or any other conduct where such conviction or conduct brings into
question the Consultants or the Principals ability to perform its duties under
this Agreement honestly and effectively or where such conviction or conduct
could adversely affect the reputation and goodwill of the Company; or  (v) a determination
by a Securities Market Regulator that the Consultant or the Principal is not
suitable to be a director or officer of a public company;  (b) by the Company at
any time, in the event of the Principals death or disability, as such term is
defined in any disability insurance policy of the Company or if no such policy
is in place, disability shall mean mental or physical disability or serious
illness of the Principal which results in the Principal being unable to
substantially perform its duties for a continuous period of 90 days or for
periods aggregating 180 days in any period of 365 days; or  (c) at any time by the either party upon thirty days written notice
to the other.   Section
5.2 Effect of
Termination  Upon termination
of this Agreement, the engagement of the Consultant and the Principal shall be
automatically terminated and the Consultant and the Principal shall have no
claims against the Company, provided however that the Company shall promptly pay
any consulting fee and any allowable expenses due as at the date of
termination.   Section
5.3 Return of
Materials  Upon termination
of this Agreement, the Consultant and the Principal will immediately surrender
to the Company all books, forms, files, client lists and all other materials
concerning or belonging to the Company and all other property relating to the
work done for the Company by the Consultant and the Principal or to the affairs
of the Company generally, including, without limitation, any automobile and
computer equipment owned or leased by the Company.  It is understood and
agreed that these documents and goods are the exclusive property of the Company.   ARTICLE 6RESTRICTIVE COVENANTS   Section
6.1 Restrictive
Covenants  As a condition of
this Agreement and the engagement of the Consultant by the Company hereunder,
the Consultant and the Principal hereby agree to be bound by the provisions of
Schedule C attached hereto and acknowledges that such schedule constitutes an
integral part of this Agreement.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
254 ______________________________________________________________________________________________________     ARTICLE 7OTHER PROVISIONS   Section
7.1 Notices  Any notice or
other writing required or permitted to be given hereunder by one Party to the
other or otherwise for the purposes hereof (a Notice) will be in writing and
will be sufficiently given if delivered, sent by prepaid overnight express
service or courier or transmitted by facsimile:  (a) in
the case of a Notice to the Company, at:  24th
floor, 1111 West Georgia Street Vancouver,
British Columbia V6E 4M3 Facsimile:
 604-684-2990  Attention:
 Chief Operating Officer  (b) in
the case of a Notice to the Consultant or the Principal, at:  536 Oakwood
Place Calgary, Alberta,
T2V 0K3  Any Notice delivered to the Party to
whom it is addressed as hereinbefore provided will be deemed to have been given
and received on the day it is so delivered at such address, provided that if it
was not received during business hours then the Notice will be deemed to have
been given and received on the Business Day next following such day. Any Notice
sent by overnight express or courier service as aforesaid will be deemed to have
been given and received on the first Business Day after the sending thereof. Any
Notice transmitted by facsimile or other form of recorded communication will be
deemed to have been given and received on the first Business Day after its
transmission.   Section
7.2 Further
Assurances  The parties will,
with reasonable diligence, do all such things and provide all such reasonable
assurances as may be required to consummate the transactions contemplated
herein, and each party will provide such further documents and instruments
required by the other party as may be reasonably necessary or desirable to
effect the purposes of this Agreement and to carry out its provisions.   Section
7.3 Counterparts
and Execution by Facsimile  This Agreement may
be executed by the parties in any number of separate counterparts each of which,
when so executed and delivered, will be an original, but all such counterparts
will together constitute one and the same instrument. This Agreement may be
executed by facsimile.   Section
7.4 Non-Waiver  No waiver of any
condition, in whole or in part, will be continuing unless it will so explicitly
state, nor operate as a waiver of any other condition. No waiver will be valid
unless in writing and signed by the party granting such waiver.   Section
7.5 Severability  If any provision
of this Agreement is determined to be invalid or unenforceable in whole or in
part, such invalidity or unenforceability will attach only to such provision or
part thereof and the remaining part of such provision and all other provisions
hereof will continue in full force and effect.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
255 ______________________________________________________________________________________________________      Section
7.6 Successors and
Assigns  This Agreement is
personal to the Consultant and the Principal and may not be assigned by the
Consultant and the Principal without the prior written consent of the Company,
which consent may be unreasonably withheld.  Subject to the foregoing, this
Agreement shall enure to the benefit of and be binding upon the parties and
their respective successors, heirs, executors, administrators, personal
representatives and permitted assigns.   Section
7.7 Third Party
Rights  Except as
specifically provided in this Agreement, nothing in this Agreement, express or
implied, is intended to confer on any person other than the parties and their
respective successors and permitted assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement, including, without
limitation, third party beneficiary rights.  Section
7.8 Relationship  The Consultant is
an independent contractor and nothing herein shall be considered to make the
Consultant or the Principal an agent, employee or servant of the Company.  Section
7.9 Indemnity  The Consultant and
the Principal shall indemnify and hold harmless the Company, its officers,
directors and employees from any and all claims, demands, suits, actions,
proceedings, loss, cost, and damages, including any reasonable attorneys fees
and/or litigation expenses, caused by any wilful misconduct or negligence of the
Consultant and the Principal, their agents, representatives, or subcontractors,
in connection with the performance of this Agreement.  Section
7.10 Arbitration  Any dispute
arising out of or relating to the application or interpretation of this
Agreement shall be submitted to binding arbitration in accordance with the
provisions of the Commercial Arbitration Actof British Columbia except
for any dispute arising from Section 6.1 and the provisions of Schedule C
attached hereto.   Section
7.11 Independent
Legal Advice  The Consultant and
the Principal acknowledge that they:  (a) have been advised
to and has either sought, or waived his right to seek, independent legal counsel
in connection with this Agreement;  (b) fully understand
the nature and effect of the provisions of this Agreement and their obligations
and rights hereunder; and  (c) are executing
this Agreement of their own volition in a free and enlightened manner, and
without fear, threats, compulsion, duress or influence by any person.   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
256 ______________________________________________________________________________________________________    IN WITNESS WHEREOFthe parties
have hereunto duly executed this Agreement.   BUFFALO GOLD LTD.   Per: _____________________________ Authorized
Signatory  BRIAN R. MCEWEN CONSULTING
INC.   Per: ______________________________ Authorised
Signatory   SIGNED,
SEALED AND DELIVERED in the presence of: ) ) ___________________________________) _______________________________ Witness ) BRIAN R.
MCEWEN                               ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
257 ______________________________________________________________________________________________________    SCHEDULE
ADescription of Responsibilities     Carry out all tasks and
be responsible for all duties customarily expected of the President and the
Chief Executive Officer of a public company of the stature and in the same
industry sector as the Company                                    ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
258 ______________________________________________________________________________________________________    SCHEDULE
BCompensation  Consulting Fee  During the term of this agreement,
the Company shall pay to the Consultant an annual consulting fee of CAD$212,600
payable monthly in equal instalments.  Moving Expenses  The Company shall reimburse the
Consultant forthwith for all proper and reasonable out-of-pocket expenses
associated with the Principals move of his residence from Calgary, Alberta to
Vancouver, British Columbia.  Expenses  The Company shall reimburse the
Consultant forthwith for all proper and reasonable out-of-pocket expenses
actually incurred by the Consultant in the performance of its duties hereunder
upon presentation of supporting statements, receipts or vouchers provided that
any specific expense exceeding CAD$20,000 must be authorised in advance by the
Company.  Taxes  The Consultant shall be responsible
for paying and remitting to all applicable authorities all taxes, contributions,
premiums, levies and deductions of any kind required by law in respect of his
remuneration hereunder and shall indemnify and hold harmless the Company, its
officers, directors and employees from any and all claims, demands, suits,
actions, proceedings, loss, cost, and damages, including any reasonable
attorneys fees and/or litigation expenses as a result of failing to so pay or
remit.                      ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
259 ______________________________________________________________________________________________________    SCHEDULE C  Confidentiality,
Ownership of Property and Non-Competition/Non-Solicitation Covenants  1. Obligation of Confidentiality  (a) The Consultant acknowledges that he will both create, on behalf of
the Company, and acquire, Confidential Information that is the property of the
Company. (b) The
Consultant agrees that disclosure of any Confidential Information or any use of
the Confidential Information other than on behalf of or for the direct benefit
of the Company is and will be highly detrimental to the Company and that the
right to maintain the confidentiality of the Confidential Information
constitutes a proprietary right which the Company is entitled to protect or is
an obligation which the Company must observe.  Accordingly, the Consultant
hereby agrees that, during the term of his engagement hereunder and
thereafter:  (i) he
shall keep confidential all of the Confidential Information for the exclusive
benefit and use of the Company and will faithfully do all in the Consultants
power to assist the Company in keeping the Confidential Information confidential
until the Company shall make the same public either by obtaining patent rights,
copyrights or otherwise;  (ii) he
shall not, directly or indirectly, disclose or divulge any of the Confidential
Information to any person, firm, corporation or other entity of any kind
whatsoever; and;  (iii) he
shall not, directly or indirectly, either individually or in partnership with,
or jointly with one or more persons, firms, corporations or any other entity of
any kind whatsoever as principal, agent, employee, shareholder or in any other
capacity or manner whatsoever, use any of the Confidential Information other
than on behalf of or for the direct benefit of the Company and the Business.  (c) The
parties agree that Confidential Information does not include:  (i) information already known to the Consultant without breach of this
Agreement, before its disclosure by the Company to the Consultant or documents
or information independently developed by or for the Consultant before his
engagement by the Company;  (ii) information available to the public or in the public domain at the
time of such disclosure or use, without breach of this Agreement;  (iii) information the disclosure of which is:  (A) required to be made pursuant to any law, regulation, governmental
body or authority;  (B) required to be made to a court which is determining the rights of
any party under this Agreement or any other ancillary agreement to which the
parties are also parties.  (d) Notwithstanding the foregoing, the Consultant may disclose the
Companys Confidential Information, where such disclosure is made to the
Companys employees, agents, advisors, consultants and other representatives of
the Company who, in the opinion of the Consultant, acting reasonably, need to
receive the Confidential Information in connection with the carrying out of
some duty or service on behalf of the Company and such Confidential Information
has been disclosed only for such purpose.  2. Ownership of Property  (a) The
Consultant agrees to fully and freely communicate to the Company, and the
Consultant assigns to the Company, all Intangible Property.  (b) All
Intangible Property shall be the sole and exclusive property of the Company and,
upon its request at any time or from time to time, the Consultant shall deliver
to the Company all designs, drawings, sketches, models, prototypes, notes and
other data and records relating to the Intangible Property that may be in his
possession or otherwise available to him.  ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
260 ______________________________________________________________________________________________________     (c) The
Consultant hereby represents and warrants to the Company that he does not
currently have any Intangible Property that have not been assigned to the
Company and, to the extent that such representation and warranty is incorrect in
any way, the Consultant hereby sells, assigns and transfers to the Company any
and all Intangible Property which the Consultant currently possesses.  3. Waiver of Moral Rights  The Consultant
hereby waives all moral rights whether now existing or arising during the term
of this Agreement and any similar rights to any works and Intangible Property
developed during the course of this Agreement.  The waiver of such rights
is made in favour of the Company and any assignee, licensee, purchaser, lender
or other party claiming an interest under or through the Company or under any
agreement entered into by the Company.  4. Non-Solicitation  The Consultant
agrees that he will not, without the prior written consent of the Company,
during the term of its engagement with the Company and for a period of six (6)
months thereafter:  (a) directly or indirectly solicit, interfere with or endeavour to
direct or entice away from the Company any customer or any person, firm or
corporation in the habit of dealing with the Company, and/or the Business;
or  (b) The
Consultant covenants and agrees that he will not, for a period of 6 months
immediately following the termination of his engagement with the Company for any
reason, either directly or indirectly solicit, induce, recruit or encourage any
of the Companys employees or consultants to leave their employment or to alter
their relationship with the company in any way, nor will he attempt to solicit,
induce, recruit, encourage or take away employees or consultants for any other
person or entity.  5. Survival of Provisions  The provisions of
this Schedule C shall survive the termination of this Agreement and shall
remain in full force and effect thereafter.  6. Reasonableness of Provisions  (a) Given the nature of the Companys business and its interest in
protecting its confidential information and intangible property, the Consultant
hereby acknowledges and agrees that all covenants, provisions and restrictions
contained in Schedule C are reasonable and valid and all defences to the
strict enforcement thereof by the Company are waived by the Consultant. It is understood by the Parties hereto that the covenants in
this Schedule C by the Consultant are essential elements to this Agreement and
that, but for the agreement of the Consultant to enter into such covenants, the
Company would not have employed the Consultant.  (b) The
Consultant further acknowledges and agrees that in the event of a violation of
the covenants, provisions and restrictions contained in this Schedule C, the
Company shall be authorized and entitled to obtain from any court of competent
jurisdiction preliminary and permanent injunctive relief and an accounting of
all profits and benefits arising out of such violation, which rights and
remedies shall be cumulative and in addition to any other rights or remedies to
which the Company may be entitled.  The parties recognize that the Company
could not adequately be compensated for damages by a monetary award in the event
of a breach of the covenants, provisions and restrictions contained in this
Schedule C.          ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
261 ______________________________________________________________________________________________________          SIGNATURES  The Company hereby certifies that it
meets all of the requirements for filing on Form 20-F and has duly caused and
authorized the undersigned to sign this Annual Report on its behalf.   Dated at Vancouver, British Columbia,
this 27th day of June, 2008   BUFFALO GOLD LTD.    /s/Brian McEwen  Per: Brian McEwen Title:  President and Chief
Executive Officer                         ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
262 ______________________________________________________________________________________________________      CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 302
OF THE SARBANES-OXLEY ACT OF 2002  I, Brian R. McEwen, certify
that:  1.
I have reviewed this annual
report on Form 20-F of Buffalo Gold Ltd.;2.
Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;3.
Based on my knowledge, the
financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition,
results of operations and cash flows of the company as of, and for, the
periods presented in this report;4.
The companys other certifying
officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the company and have:a)
Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information
relating to the company, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the
period in which this report is being prepared;b)
Evaluated the effectiveness of
the companys disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based
on such evaluation; andc)
Disclosed in this report any
change in the companys internal control over financial reporting that
occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the
companys internal control over financial reporting;5.
The companys other certifying
officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the companys auditors and
the audit committee of the companys board of directors (or persons
performing the equivalent function):a)
All significant deficiencies
and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect
the companys ability to record, process, summarize and report financial
information; andb)
Any fraud, whether or not
material, that involves management or other employees who have a
significant role in the companys internal control over financial
reporting.  Date:  June 27, 2008  /s/ Brian R. McEwen _______________________ Brian R. McEwen, Chief Executive
Officer       ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
263 ______________________________________________________________________________________________________     CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 302
OF THE SARBANES-OXLEY ACT OF 2002  I, Simon J. Anderson, certify
that:  1.
I have reviewed this annual
report on Form 20-F of Buffalo Gold Ltd.;2.
Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;3.
Based on my knowledge, the
financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition,
results of operations and cash flows of the company as of, and for, the
periods presented in this report;4.
The companys other certifying
officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the company and have:a)
Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information
relating to the company, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the
period in which this report is being prepared;b)
Evaluated the effectiveness of
the companys disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based
on such evaluation; andc)
Disclosed in this report any
change in the companys internal control over financial reporting that
occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the
companys internal control over financial reporting;5.
The companys other certifying
officers and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the companys auditors and
the audit committee of the companys board of directors (or persons
performing the equivalent function):a)
All significant deficiencies
and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect
the companys ability to record, process, summarize and report financial
information; andb)
Any fraud, whether or not
material, that involves management or other employees who have a
significant role in the companys internal control over financial
reporting.  Date:  June 27, 2008  /s/ Simon Anderson ________________________________ Simon Anderson, Chief Financial
Officer             ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
264 ______________________________________________________________________________________________________      Page E-99.1    Certification
Pursuant to 18 U.S.C. Section 1650, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002   I, Brian R. McEwen, President and
Chief Executive Officer of Buffalo Gold Ltd. (the Company), certify that to
the best of my knowledge:  1. the Annual Report
on Form 20-F of the Company for the year ended December 31, 2006 as filed with
the Securities and Exchange Commission (the Report) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as
amended; and  2. the information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.  /s/ Brian R. McEwen  Brian R. McEwen Chief Executive Officer June 27, 2008                 ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
265 ______________________________________________________________________________________________________    Page E-99.2      Certification
Pursuant to 18 U.S.C. Section 1650, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002   I, Simon J. Anderson, Chief Financial
Officer of Buffalo Gold Ltd. (the Company), certify that to the best of my
knowledge:  1. the Annual Report
on Form 20-F of the Company for the year ended December 31, 2006 as filed with
the Securities and Exchange Commission (the Report) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and  2. the information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.  /s/ SIMON J. ANDERSON  Simon J. Anderson Chief Financial Officer June 27, 2008   ______________________________________________________________________________________________________ Buffalo
Gold Ltd.  December 31, 2007 20F Page
266 ______________________________________________________________________________________________________