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BUFFALO GOLD LTD.
(An Exploration Stage Company)

FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
(Unaudited, Prepared by Management)

March 31, 2005

NOTICE TO READER

These unaudited consolidated financial statements for the first financial quarter ended March 31, 2005 have not been reviewed by our auditors, Davidson & Company, Chartered Accountants. They have been prepared by Buffalo Gold Ltd.'s management in accordance with accounting principles generally accepted in Canada, consistent with previous quarters and years. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2004.

BUFFALO GOLD LTD.
(An Exploration Stage Company)

Balance Sheets
(Expressed in Canadian dollars)
As at March 31, 2005 and December 31, 2004
(Unaudited, Prepared by Management)

					March 31, 2005			December 31, 2004
Assets
Current
	Cash and cash equivalents			$		139,850	$		155,285
	Receivables					1,453			1,809
	Note receivable (note 3)					50,000			50,000
				$		191,303	$		207,094
Liabilities and Shareholders' Deficiency
Current
	Accounts payable and accrued liabilities (note 7)			$		480,682	$		479,424
	Loans payable					200,980			196,647
						681,662			676,071
Amounts due to shareholders						6,272			6,272
						687,934			682,343
Shareholders' deficiency
	Share capital (note 4)
	Authorized
			Unlimited common shares without par value
	Issued
		6,756,726 (2004 - 6,756,726) common shares				4,390,068			4,392,709
	Contributed surplus (note 4)					54,000			54,000
	Deficit					(4,940,699)			(4,921,958)
						(496,631)			(475,249)
				$		191,303	$		207,094

Going concern (note 2)

Subsequent events (note 9)

On behalf of the Board:
John Tully Director	James Stewart Director

The accompanying notes are an integral part of these financial statements.

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BUFFALO GOLD LTD.
(An Exploration Stage Company)

Statements of Operations and Deficit
(Expressed in Canadian dollars)
For the Three Months Ended March 31, 2005
(Unaudited, Prepared by Management)

				March 31, 2005							March 31, 2004
Expenses
	Consulting fees		$			8,212				$			15,250
	Listing, filing and transfer fees					2,620							5,298
	Office and miscellaneous					264							6,138
	Professional fees					-							27,625
	Rent					3,312							4,800
	Travel and promotion					-							13,048
	Loss before other items					(14,408		)					(72,159		)
Other Items
	Recovery of property evaluation and due diligence costs (note 3)				-							94,955
	Interest income					-							21
	Interest expense					(4,333		)					-
Income (loss) for the period					(18,741		)					22,817
	Deficit, beginning of period					(4,921,958		)					(4,841,255		)
Deficit, end of period		$			(4,940,699		)		$			(4,818,438		)
Income (loss) per share, basic and fully diluted
	Basic income (loss) per share	$			0.00				$			0.01
	Fully diluted income (loss) per share	$			0.00				$			0.00
Weighted average number of shares outstanding
	Basic				6,756,726							4,036,261
	Fully diluted (for 2005 the effect of outstanding options would be anti-dilutive)				6,756,726							5,180,137

The accompanying notes are an integral part of these financial statements.

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BUFFALO GOLD LTD.
(An Exploration Stage Company)

Statements of Cash Flows
(Expressed in Canadian dollars)
For the Three Months Ended March 31, 2005
(Unaudited, Prepared by Management)

				March 31, 2005				March 31, 2004
Cash Flows From (Used In) Operating Activities
	Income (loss) for the period		$		(18,741	)	$		22,817
	Interest accrued on notes payable				4,333				-
	Changes in non-cash working capital items:
		Decrease (increase) in receivables			356				15,369
		Increase in notes receivable			-				(94,955
		Decrease in prepaid expenses			-				13,857
		Increase in accounts payable and accrued liabilities			1,258				26,226
	Net cash provided used in operating activities				(12,794)				(16,686)
Cash Flows From Financing Activities
	Share subscriptions received (note 4)				-				44,167
	Proceeds from private placement (note 4)				-				19,833
	Shares issued cost				(2,641)				-
	Net cash used in financing activities				(2,641)				64,000
Change in cash and cash equivalents during the period					(15,435)				47,314
	Cash and cash equivalents, beginning of period				155,285				12,890
Cash and cash equivalents, end of period			$		139,850		$		60,204

The accompanying notes are an integral part of these financial statements.


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BUFFALO GOLD LTD.
(An Exploration Stage Company)

Notes to the Financial Statements
(Expressed in Canadian dollars)
Quarter Ended March 31, 2005
Unaudited, Prepared by Management)

1.   Basis of Presentation

Buffalo Gold Ltd. (the "Company") is an Alberta Corporation engaged in the evaluation of mineral properties for potential acquisition. To date, the Company has not earned significant revenues and is considered to be in the exploration stage. The Company's shares are listed on the NEX and, accordingly, the Company is subject to restrictions on share issuances and certain types of payments as set out in NEX policies.

The accompanying unaudited financial statements do not include all information and footnote disclosures required for an annual set of financial statements under Canadian or United States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows as at March 31, 2005 and for all periods presented, have been included. Interim results for the three-month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information. These financial statements conform, in all material respects, with generally accepted accounting principles ("GAAP") in the United States.

These financial statements should be read in conjunction with the financial statements and notes for the fiscal year ended December 31, 2004. The accounting principles applied in these interim consolidated financial statements are consistent to those applied in the annual consolidated financial statements.

2.   Going Concern

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada with the on-going 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. However, certain conditions noted below currently exist which raise substantial doubt about the Company's ability to continue as a going concern. These consolidated 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.

At March 31, 2005, the Company has a working capital deficiency of $490,359 (2004 - $468,977), and, without additional funding, is unable to meet its obligations as they fall due. At March 31, 2005, the Company was in default under the terms of loans payable but subsequently agreed to settle the balance due through the issuance of common shares, subject to regulatory approval (note 9). Furthermore, in April 2005, the Company agreed to settle accounts payable of $280,743 due to companies controlled by officers and directors through the issuance of common shares, subject to regulatory approval (note 9).

The Company has a significant working capital deficiency and, accordingly, there is substantial doubt about the ability of the Company to continue as a going concern. Management is actively pursuing additional funds by way of private placement. While the Company has been successful in raising funds in the past, there can be no assurance that it will be able to do so in the future.

The operations of the Company have primarily been 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.

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  Exploration Properties and Deferred Costs

Calling and Varlaam, Alberta

The Company had interests in several mining exploration permits in the Calling Lake and adjacent Varlaam regions of Alberta. The Company wrote down the carrying values of the properties to $nil in prior periods and has subsequently abandoned these claims.

Terrawest Properties, Peoples Republic of China

During the year ended December 31, 2003, the Company entered into an agreement to acquire an interest in certain gold properties in the People's Republic of China from Terrawest Resource Holdings Ltd. ("Terrawest"). The Company conducted property evaluation and due diligence in 2003. In March 2004, the agreement effectively ended when Terrawest received a notice from its Chinese partners terminating Terrawest's underlying agreement on the subject properties. The Company agreed to abandon any claim against Terrawest in consideration of Terrawest and its principals providing two joint and several promissory notes totalling $100,000. The promissory notes are each for $50,000, fell due on July 30, 2004 and December 31, 2004 respectively and bear interest at the rate of 10% per year after their due dates. The present value of these promissory notes was $94,955 at the date of issue and $50,000 at December 31, 2004. The Company received the $50,000 due July 30, 2004 and, subsequent to March 31, 2005, received $2,500 of the amount due December 31, 2004.

4.   SHARE CAPITAL AND CONTRIBUTED SURPLUS

		Number of Shares	Share Capital	Contributed Surplus
Balance at December 31, 2002		$2,186,929	$3,742,531	-
	Private placement	1,333,330	300,639	-
	Settlement of accounts payable	32,221	28,999	-
	Private placement	423,077	151,717	-
	Exercise of warrants	33,333	8,883	-
	Stock-based compensation	-	-	54,000
Balance at December 31, 2003		4,008,890	4,232,769	54,000
	Exercise of warrants	77,836	19,833	-
	Private placement	2,480,000	146,193	-
	Finder's fee	190,000	11,200	-
	Share issue costs	-	(17,286)	-
Balance at December 31, 2004		6,756,726	4,392,709	54,000
	Share issue costs	-	(2,641)	-
Balance at March 31, 2005		6,756,726	4,390,068	54,000

Debt Settlements>

In April 2005, as described in note 9, the Company agreed to settle debts through the issuance of common shares. Upon regulatory approval, this would result in the issuance of an additional 2,140,000 common shares.

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5.   STOCK OPTIONS

In 2003 the Company adopted 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 shall 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.

As at March 31, 2004, the following stock options are outstanding and exercisable:

Number of Shares	Exercise Price	Expiry Date
256,000	US$ 0.50	April 16, 2008

The change in stock options outstanding is as follows:

	March 31, 2005		March 31, 2004
	Warrants Outstanding	Weighted Average Exercise Price	Warrants Outstanding	Weighted Average Exercise Price
			nbsp;
At January 1	256,000	$      0.60	1,088,630	$     0.35
Granted	-	-	-	-
Exercised	-	-	(  77,836)	$     0.26
Expired	-	-	(555,496)	$     0.26
At end of period	256,000	$      0.60	455,298	$     0.48

6.  WARRANTS

The change in share purchase warrants outstanding is as follows:

	March 31, 2005		March 31, 2004
	Warrants Outstanding	Weighted Average Exercise Price	Warrants Outstanding		Weighted Average Exercise Price
At January 1	-	-	1,088,630		$  0.35
Expired	-	-	(555,496	)	0.26
Exercised	-	-	(77,836	)	0.26
At end of period	-	-	455,298		$  0.48

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7.  RELATED PARTY TRANSACTIONS

The Company incurred the following expenses with consulting firms controlled by directors, an officer and a former director:

	2005	2004
Consulting fees	$      7,500	$      7,500
Rent and office costs	3,000	4,962

Included in accounts payable at March 31, 2005 is $158,082 (2004 - $158,082) due to a law firm controlled by a director and $177,993 (2004 - $173,818) due to consulting companies related by directors, an officer and a former director. Of these amounts, $280,743 was subsequently settled through the issuance of common shares, subject to regulatory approval.

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.

8.  RECLASSIFICATION

Certain 2004 comparative figures have been reclassified to conform to the financial statement presentation adopted in 2005.

9.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada. These financial statements also conform, in all material respects, to accounting principles generally accepted in the United States with respect to recognition, measurement and presentation.

10.  SUBSEQUENT EVENTS

In April 2005, subject to regulatory approval, the Company entered into agreements as follows:

a)       Directors and officers, or their companies, agreed to settle accounts owing to them of $280,743 in exchange for common shares at US$0.15 (approximately $0.18) per share, which will result in the issuance of approximately 1,539,000 common shares.

b)       The holders of the loans payable agreed to settle the principal amount of their debt for 25% in cash and 75% in common shares at US$0.15 (approximately $0.18). The loan holders also agreed to waive interest on the loans and the common share bonuses. This settlement will result in the issuance of approximately 601,000 common shares.

c)       In April 2005, subject to regulatory approval, the Company was granted an option to acquire a 60% interest in six claims in the Omineca Mining Division in north-central British Columbia known as the Red Property. The Red Property is presently held under option by Gitennes Exploration Inc. that can acquire a 100% interest in the Red Property, subject to a 1.5% net smelter return royalty.  In order to acquire its 60% interest in the underlying option, the Company must pay Gitennes $30,000 on regulatory approval, incur expenditures of $600,000 by July 15, 2007, of which $200,000 must be incurred by July 15, 2006, and must make property payments to the underlying vendor totalling $100,000 by July 15, 2007.  Thereafter, the Company and Gitennes will incur the balance of the $2,000,000 in expenditures required by the underlying option to be incurred by July 15, 2010 on a pro rata basis.

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