SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)¹

Buffalo Gold Ltd.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

11953 Q 106

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of This Statement)

Check the Appropriate box to designate the rule pursuant to which this schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

_________________________

¹The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 11953Q106

13G

Page 2 of 6 Pages

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
	RAB Special Situations (Master) Fund Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) (b)
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

		5	SOLE VOTING POWER
NUMBER OF			20,792,475*
SHARES		6	SHARED VOTING POWER
BENEFICIALLY			0
OWNED BY		7	SOLE DISPOSITIVE POWER
EACH			20,792,475*
REPORTING		8	SHARED DISPOSITIVE POWER
PERSON WITH			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,792,475* The reporting person owns 15,314,618 shares of common stock of the issuer and warrants exercisable to acquire an additional 5,477,857 shares of common stock. The warrants are not exercisable if, as a result of an exercise, the holder would then become a beneficial owner of more than 20% of the issuer’s issued and outstanding common shares.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	18.4567% The percentages used herein are calculated based upon 107,177,732 outstanding shares as of September 30, 2008, plus 5,477,857 common shares in aggregate underlying warrants which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
12	TYPE OF REPORTING PERSON*
	CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 11953Q106

13G

Page 3 of 6 Pages

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
	William Philip Seymour Richards
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) (b)
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom

		5	SOLE VOTING POWER
NUMBER OF			91,428*
SHARES		6	SHARED VOTING POWER
BENEFICIALLY			20,792,475*
OWNED BY		7	SOLE DISPOSITIVE POWER
EACH			91,428*
REPORTING		8	SHARED DISPOSITIVE POWER
PERSON WITH			20,792,475*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,883,903* *The reporting person owns 91,428 shares of common stock of the issuer and has voting and dispositive control over an additional 15,314,618 common shares and warrants exercisable to acquire an additional 5,477,857 shares of common stock, beneficially owned by RAB Special Situations (Master) Fund Limited. The warrants are not exercisable if, as a result of an exercise, the holder would then become a beneficial owner of more than 20% of the issuer’s issued and outstanding common shares.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	18.5378 The percentages used herein are calculated based upon 107,177,732 outstanding shares as of September 30, 2008, plus 5,477,857 common shares in aggregate underlying warrants which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
12	TYPE OF REPORTING PERSON*
	IN

CUSIP No. 11953Q106

13G

Page 4 of 6 Pages

Item 1

(a).

Name of Issuer:

Buffalo Gold Ltd.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

24^th Floor, 1111 W. Georgia Street

Vancouver, British Columbia V6E 4M3 Canada

Item 2

(a).

Name of Person Filing:

i)	RAB Special Situations (Master) Fund Limited

ii) William Philip Seymour Richards

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

i)	RAB Special Situations (Master) Fund Limited

P. O. Box 908 GT

Walker House Mary Street

George Town, Cayman Islands

ii)

c/o RAB Capital

No. 1 Adam Street

London WC2N 6LE

United Kingdom

Item 2

(c).

Citizenship:

i) Cayman Islands

ii) United Kingdom

Item 2

(d).

Title of Class of Securities:

Common Shares

Item 2

(e).

CUSIP Number:

11953Q106

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Act;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance Company as defined in Section 3(a)(19) of the Act;

(d)

Investment Company registered under Section 8 of the Investment Company Act;

(e)

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

If this statement is filed pursuant to Rule 13d-1(c), check this box.

CUSIP No. 11953Q106

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Page 5 of 6 Pages

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

(a)

Amount beneficially owned:

See Item 9 on the cover page

(b)

Percent of class:

See Item 11 on the cover page

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

See Items 5-8 on the cover page

Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class.

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

CUSIP No. 11953Q106

13G

Page 6 of 6 Pages

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 17, 2009
	(Date)
	RAB Special Situations (Master) Fund Limited by Jake Leavesley and Simon Gwyther Authorised signatories for RAB Capital plc for and on behalf of RAB Special Situations (Master) Fund Limited
	/s/ Jake Leavesley
	(Signature)
	/s/ Simon Gwyther
	(Signature)
	February 17, 2009
	/s/ William Philip Seymour Richards ___________________________________ William Philip Seymour Richards

BUFFALO GOLD LTD SC 13G/A