White Knight Resources 20-F/A 2005 FY Annual report (foreign) (amended)

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

FORM 20-F/A
(Amendment No. 2)

[  ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30, 2005

OR

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

For the transition period from __________ to _______________

OR

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

Date of event requiring this shell company report __________

Commission file number: 0-50880

White Knight Resources Ltd.
(Exact name of Registrant as specified in its charter)

Province of British Columbia, Canada
(Jurisdiction of incorporation or organization)

#922, 510 West Hastings Street, Vancouver, British Columbia, Canada V6B 1L8
(Address of principal executive offices)

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

Title of each class
N/A Name of each exchange on which registered
N/A

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

Common Stock, No Par Value
(Title of Class)

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

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, June 30, 2005:  54,089,386 Common Shares

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   X   Yes      [_]   No

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

Indicate by check mark which financial statement item the registrant has elected to follow.   X  Item 17      [_]   Item 18

WHITE KNIGHT RESOURCES LTD.
FORM 20-F/A ANNUAL REPORT
TABLE OF CONTENTS

ITEM 17:	FINANCIAL STATEMENTS	1
ITEM 18:	FINANCIAL STATEMENTS	31
ITEM 19:	EXHIBITS	31
SIGNATURE		32

i

ITEM 17:     FINANCIAL STATEMENTS

The consolidated financial statements are presented in CAD$ and were prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the years presented with US GAAP, except as disclosed in Note 15 to the consolidated financial statements forming part hereof.

The financial statements and related schedules as required under item 17 are attached hereto and found immediately following the text of this Annual Report. The audit report of Davidson & Company is included herein immediately preceding the consolidated financial statements.

1

WHITE KNIGHT RESOURCES LTD.

CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)

JUNE 30, 2005

2

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of
White Knight Resources Ltd.

We have audited the consolidated balance sheets of White Knight Resources Ltd. as at June 30, 2005 and 2004 and the consolidated statements of operations, shareholders’ equity and cash flows for the years ended June 30, 2005, 2004 and 2003. 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 June 30, 2005 and 2004 and the results of its operations and its cash flows for the years ended June 30, 2005, 2004 and 2003 in accordance with Canadian generally accepted accounting principles.

“DAVIDSON & COMPANY LLP”

Vancouver, Canada

September 14, 2005
(except as to Note 15, which
is as of May 19, 2006) Chartered Accountants

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) to identify circumstances when there is a restatement that has a material effect on the comparability of the Company’s financial statements such as the restatement described in Note 15, or 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 1 to the financial statements. Our report to the shareholders dated September 14, 2005 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

September 14, 2005
(except as to Note 15, which
is as of May 19, 2006) Chartered Accountants

A Member ofSCINTERNATIONAL

1200 — 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172

3

WHITE KNIGHT RESOURCES LTD.
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian Dollars)
AS AT JUNE 30

	2005			2004
ASSETS
Current
Cash and cash equivalents	$	282,459		$	2,395,527
Temporary investments (Note 3)		10,895,443			7,450,824
Receivables (Note 7)		176,164			72,707
Prepaid expenses		41,974			15,760
Total current assets		11,396,040			9,934,818
Mineral property interests(Note 4)		2,456,147			1,754,374
Deferred exploration costs(Note 5)		1,508,878			733,072
Equipment(Note 6)		139,118			85,903
Restricted reclamation bonds(Note 11)		196,692			212,239
Total assets	$	15,696,875		$	12,720,406
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities	$	161,831		$	59,715
Due to related parties (Note 7)		17,754			70,370
Total current liabilities		179,585			130,085
Shareholders' equity
Capital stock (Note 8)
Authorized:
100,000,000 common shares without par value
Issued and outstanding
54,089,386 (2004 - 50,029,386)		26,844,701			22,904,872
Contributed surplus		1,246,525			1,195,911
Deficit		(12,573,936	)		(11,510,462	)
Total shareholders' equity		15,517,290			12,590,321
Total liabilities and shareholders' equity	$	15,696,875		$	12,720,406
Nature and continuance of operations(Note 1) Commitments(Note 13)

On behalf of the Board:

“John Leask”                                                         Director
__________________________________
John M. Leask “Megan Cameron–Jones”                                 Director
__________________________________
Megan Cameron–Jones

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

4

WHITE KNIGHT RESOURCES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in Canadian Dollars)
YEAR ENDED JUNE 30

	2005			2004			2003
ADMINISTRATION COSTS
Amortization	$	30,546		$	13,893		$	2,645
Audit		48,696			10,950			11,550
Bank charges and interest		5,762			1,520			859
Consulting		116,588			82,540			36,761
Consulting - related party (Note 7)								14,000
Consulting - stock-based compensation (Note 8)		148,543			840,005
Investor relations and shareholder information		123,189			52,889			21,069
Legal		26,958			23,196			22,699
Management fees - related party (Note 7)		264,000			210,000			58,000
Office and miscellaneous		85,068			56,201			15,866
Rent		54,873			28,300			13,100
Telephone		16,444			8,898			4,572
Transfer agent and listing fees		31,029			55,506			8,542
Travel and entertainment		69,132			52,569			973
Wages and benefits		79,918			31,863
Loss before other items		(1,100,746	)		(1,468,330	)		(210,636	)
OTHER ITEMS
Write-off of deferred exploration costs (Note 5)		(194,598	)		(241,549	)		(118,399	)
Interest income		261,600			97,920			7,813
Loss on foreign exchange		(60,377	)		(9,299	)		(36,524	)
Unrealized recovery (loss) on temporary investments (Note 3)		31,404			(42,999	)
Loss on disposal of equipment		(757	)
		37,272			(195,927	)		(147,110	)
Loss for the year	$	(1,063,474	)	$	(1,664,257	)	$	(357,746	)
Basic and diluted loss per common share	$	(0.02	)	$	(0.04	)	$	(0.01	)
Weighted average number of common shares outstanding		53,091,304			39,038,472			28,958,186

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

5

WHITE KNIGHT RESOURCES LTD.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(Expressed in Canadian Dollars)

	Number of Shares		Price		Amount			Contributed Surplus			Deficit			Total
Balance, June 30, 2002		28,781,152	$		$	11,482,170		$			$	(9,488,459	)	$	1,993,711
Shares issued for:
Mineral property interests		40,000		0.20		8,000									8,000
Exercise of stock options		337,500		0.10		33,750									33,750
Loss for the year												(357,746	)		(357,746	)
Balance, June 30, 2003		29,158,652				11,523,920						(9,846,205	)		1,677,715
Shares issued for:
Mineral property interests		40,000		0.78		31,200									31,200
Exercise of stock options		2,134,500		0.13		268,310									268,310
Exercise of warrants		6,084,308		0.39		2,377,872									2,377,872
Private placement		2,500,000		0.40		1,000,000									1,000,000
Finder's fee		125,000		0.40
Private placement		7,764,704		0.85		6,599,998									6,599,998
Private placement		2,222,222		0.90		2,000,000									2,000,000
Private placement expenses						(896,428	)		355,906						(540,522	)
Stock-based compensation									840,005						840,005
Loss for the year												(1,664,257	)		(1,664,257	)
Balance, June 30, 2004		50,029,386				22,904,872			1,195,911			(11,510,462	)		12,590,321
Shares issued for:
Mineral property interests		40,000		0.71		28,400									28,400
Exercise of stock options (Note 8)		230,000		0.30		120,125									120,125
Exercise of warrants (Note 8)		1,965,000		0.60		1,179,000									1,179,000
Exercise of broker's warrants
(Note 8)		325,000		0.60		242,304									242,304
Private placement		1,500,000		1.58		2,370,000									2,370,000
Stock-based compensation									148,543						148,543
Less: Fair market value of stock
options and broker's warrants
exercised									(97,929	)
Loss for the year												(1,063,474	)		(1,063,474	)
Balance, June 30, 2005		54,089,386			$	26,844,701		$	1,246,525		$	(12,573,936	)	$	15,517,290

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

6

WHITE KNIGHT RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
YEAR ENDED JUNE 30

	2005			2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$	(1,063,474	)	$	(1,664,257	)	$	(357,746	)
Items not affecting cash:
Amortization		30,546			13,893			2,645
Write-off of deferred exploration costs		194,598			241,549			118,399
Loss on disposal of equipment		757
Stock-based compensation		148,543			840,005
Unrealized recovery (loss) on temporary investments		(31,404	)		42,999
Changes in non-cash working capital items:
Decrease (increase) in receivables		(103,457	)		(70,608	)		2,305
Increase in prepaid expenses		(26,214	)		(4,374	)		(157	)
Increase (decrease) in accounts payable and accrued liabilities		(51,640	)		12,714			(48,943	)
Increase (decrease) in due to related parties		(52,616	)		(153,168	)		103,885
Net cash used in operating activities		(954,361	)		(741,247	)		(179,612	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock		3,813,500			11,705,658			33,750
Net cash provided by financing activities		3,813,500			11,705,658			33,750
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property interests		(673,373	)		(611,213	)		(137,565	)
Deferred exploration costs		(816,648	)		(442,661	)		(177,797	)
Reclamation bond refunded (posted)		15,547			(65,252	)		85,943
Acquisition of temporary investments		(3,413,215	)		(7,493,823	)
Proceeds from disposal of equipment		1,968
Acquisition of equipment		(86,486	)		(89,321	)
Net cash used in investing activities		(4,972,207	)		(8,702,270	)		(229,419	)
Increase (decrease) in cash and cash equivalents during the year		(2,113,068	)		2,262,141			(375,281	)
Cash and cash equivalents, beginning of year		2,395,527			133,386			508,667
Cash and cash equivalents, end of year	$	282,459		$	2,395,527		$	133,386
Supplemental disclosures with respect to cash flows (Note 12)

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

7

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

1. NATURE AND CONTINUANCE OF OPERATIONS

White Knight Resources Ltd. (the “Company“) is a Canadian company incorporated in British Columbia. The Company is primarily engaged in the acquisition and exploration of mineral property interests.

At the date of these consolidated financial statements, the Company has not been able to identify an ore body on any of its mineral property interests. The ability of the Company to realize the costs it has incurred to date on these mineral property interests is dependent upon the Company being able to lever its property interests and cash, by way of exploration activities and option/joint ventures, into assets of greater value or to identify a commercial ore body, to finance its exploration costs and to resolve any environmental, regulatory or other constraints which may hinder the successful development of the mineral property interest. To date, the Company has not earned revenues and is considered to be in the exploration stage.

These consolidated financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing through alliances with financial, exploration and mining entities, or other business and financial transactions which would assure continuation of the Company’s operations and exploration programs. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. The Company has sufficient resources to meet its obligations for the foreseeable future at its current level of activity.

There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the consolidated balance sheets.

All amounts are in Canadian dollars unless otherwise stated.

	2005			2004
Working capital	$	11,216,455		$	9,804,733
Deficit		(12,573,936	)		(11,510,462	)

2. SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). The significant accounting policies adopted by the Company are as follows:

Use of estimates

The preparation of financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts 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 year. Actual results could differ from these estimates.

8

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

2. SIGNIFICANT ACCOUNTING POLICIES(cont’d…)

Principles of consolidation

These consolidated financial statements include the accounts of the Company and the following subsidiaries, all of which are 100% owned:

White Knight Gold (U.S.) Inc.
CUN Minerals Inc.
Quito Gold Corp.

All material inter-company transactions have been eliminated upon consolidation.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. At June 30, 2005 and 2004, cash and cash equivalents consisted of cash held in financial institutions.

Temporary investments

Temporary investments are recorded at the lower of cost or market on an aggregate basis. For temporary investments in which unrealized losses had been recognized in a previous year, any subsequent recoveries in market value are recorded up to original cost. This occurred for the first time during fiscal 2005.

Mineral property interests and deferred exploration costs

The Company records mineral property interests, which consist of the right to explore for mineral deposits, at cost. The Company records deferred exploration costs, which consist of costs attributable to the exploration of mineral property interests, at cost. All direct and indirect costs relating to the acquisition and exploration of these mineral property interests are capitalized on the basis of specific claim blocks until the mineral property interests to which they relate are placed into production, the mineral property interests are disposed of through sale or where management has determined there to be an impairment. If a mineral property interest is abandoned, the mineral property interest and deferred exploration costs will be written off to operations in the period of abandonment.

On an ongoing basis, the capitalized costs are reviewed on a property-by-property basis to consider if there is any impairment on the subject mineral property interest. Management’s determination for impairment is based on: i) whether the Company’s exploration programs on the mineral property interests have significantly changed, such that previously identified resource targets are no longer being pursued; ii) whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future or iii) whether remaining lease terms are insufficient to conduct necessary studies or exploration work. As at June 30, 2005 and 2004, management believes that no impairment relating to the mineral property interests and deferred exploration costs was required.

The recorded cost of mineral property interests and deferred exploration costs is based on cash paid and the assigned value of share consideration issued for mineral property interest acquisitions and exploration costs incurred. The recorded amount may not reflect recoverable value as this will be dependent on future development programs, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to bring its projects into production.

Canadian GAAP Conflict in Accounting for Mineral Property Interests and Deferred Exploration Costs

In March 2000, the Accounting Standards Board of the Canadian Institute of Chartered Accountants (“CICA”) issued Accounting Guideline No. 11 “Enterprises in the Development Stage” (“AcG 11”). AcG 11 addresses three

9

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

2. SIGNIFICANT ACCOUNTING POLICIES(cont’d…)

distinct issues: i) the capitalization of costs/expenditures; ii) impairment; and iii) disclosure. Prior to its issuance, development stage entities were exempt from following certain aspects of Canadian GAAP. AcG 11 requires that all companies account for transactions based on the underlying characteristics of the transaction rather than the maturity of the enterprise. In addition, AcG 11 requires specific disclosure of information by development stage companies.

In March 2002, the Emerging Issues Committee (“EIC”) of the CICA issued EIC-126 “Accounting by Mining Enterprises for Exploration Costs” (“EIC-126”) which interprets how AcG 11 affects mining companies with respect to the deferral of exploration costs. EIC-126 refers to CICA Handbook Section 3061 “Property, Plant and Equipment” (“HB 3061”), paragraph .21, which states that for a mineral property interest, the cost of the asset includes exploration costs if the enterprise considers that such costs have the characteristics of property, plant and equipment.

EIC-126 then states that a mining enterprise that has not established mineral reserves objectively, and therefore does not have a basis for preparing a projection of the estimated cash flow from the mineral property interest, is not precluded from considering the exploration costs to have the characteristics of property, plant and equipment. EIC-126 also sets forth the EIC’s consensus that a mining enterprise in the development stage is not required to consider the conditions in AcG 11 regarding impairment in determining whether exploration costs may be initially capitalized. With respect to impairment of capitalized exploration costs, EIC-126 sets forth the EIC’s consensus that a mining enterprise in the development stage that has not established mineral reserves objectively, and, therefore, does not have a basis for preparing a projection of the estimated cash flow from the property, is not obliged to conclude that capitalized costs have been impaired. However, such an enterprise should consider the conditions set forth in AcG 11 and HB 3061 in determining whether a subsequent write-down of capitalized exploration costs related to mineral property interests is required.

As disclosed above, the Company considers that its mineral property interests and deferred exploration costs have the characteristics of property, plant and equipment, and, accordingly, the Company has chosen to classify its mineral property interests and deferred exploration costs as tangible assets in accordance with its interpretation of Canadian GAAP.

Although the Company believes its accounting policy is appropriate and consistent with Canadian GAAP, there is an alternative interpretation of Canadian GAAP that would consider them to be intangible assets as a result of the issuance of CICA Handbook Section 1581 “Business Combinations” (“HB 1581”) and CICA Handbook Section 3062 “Goodwill and Other Intangible Assets” (“HB 3062”).

This alternative interpretation under HB 1581 and HB 3062 would provide for the capitalization of a contract based mining asset as an intangible asset at its fair value at the time it was acquired, either as an individual asset purchase or as part of a business combination. For exploration stage mineral property interests and deferred exploration costs such as those owned by the Company, the excess of the carrying value over the residual value of the intangible assets would be amortized on a straight-line basis over the period in which the Company expected to complete its exploration process or convert, develop or further explore the underlying properties. For the Company, a reasonable estimate of this amortization period would be 5 years.

In September, 2004, the CICA amended the guidance in HB 3062 to remove the example of mineral rights as this reference may have implied that mineral rights are necessarily an intangible asset. This amendment confirmed the Company’s current method of accounting for mineral property interests. Unless alternative guidance is provided, the Company expects to continue accounting for these assets as tangible assets.

10

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

2. SIGNIFICANT ACCOUNTING POLICIES(cont’d…)

Asset retirement obligations

Effective July 1, 2004, the Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation. The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease in the carrying amount of the liability for an asset retirement obligation and the cost of the related long-lived asset. At June 30, 2005, there are no asset retirement obligations.

Impairment of long-lived assets and long-lived assets to be disposed of

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount and the fair value less costs to sell.

Risk management

The Company’s largest non-monetary assets are its mineral property interests in the United States of America. The Company could accordingly be at risk for foreign currency fluctuations and developing legal and political environments.

The Company does not maintain significant cash or other monetary assets or liabilities in the United States.

The Company relies on local consultants for the management of its exploration activities and for legal and accounting matters.

Equipment and amortization

Equipment is recorded at cost and amortization is calculated at the following rates per annum using the declining-balance method:

Vehicles and technical equipment	30	%
Office equipment	20	%

Foreign currency translation

The Company’s subsidiaries are integrated foreign operations and are translated into Canadian dollar equivalents using the temporal method. Monetary items are translated at the exchange rate in effect at the balance sheet date; non-monetary items are translated at historical exchange rates. Income and expense items are translated at the average exchange rate for the period. Translation gains and losses are reflected in loss for the year.

11

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

2. SIGNIFICANT ACCOUNTING POLICIES(cont’d…)

Stock-based compensation

Effective July 1, 2002, the Company adopted the CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments”, which recommends the fair value-based methodology for measuring compensation costs. The section permitted, and the Company adopted, the use of the intrinsic value-based method, which recognizes compensation cost for awards to employees and directors only when the market price exceeds the exercise price at date of grant, but requires pro-forma disclosure of earnings and earnings per share as if the fair value method had been adopted. Any consideration paid by the option holders to purchase shares is credited to capital stock.

Effective July 1, 2003, the Company recognizes compensation expense, on a prospective basis, for all stock options and warrants granted using the fair value based method of accounting. Pro forma disclosures of loss and loss per share as if the fair value based accounting method had been used to account for stock-based compensation for any options granted before July 1, 2003 but on or after July 1, 2002 are provided in the notes.

Future income taxes

Future income taxes are recorded using the asset and liability method. Under the asset and liability method, 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.

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 earnings 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 year. The weighted average number of common shares outstanding at June 30, 2005 of 53,091,304 (2004 – 39,038,472; 2003 – 28,958,186) does not include the 9,808,233 (2004 – 11,964,899; 2003 –5,649,308) warrants outstanding and the 3,385,000 (2004 – 3,665,000; 2003 –3,075,000) stock options outstanding.

Basic loss per share is calculated using the weighted-average number of shares outstanding during the year.

Comparative figures

Certain comparative figures have been reclassified to conform with the current year’s presentation.

3. TEMPORARY INVESTMENTS

Temporary investments consist of highly liquid bonds with a carrying value at June 30, 2005 of $10,895,443 and a fair value of $10,931,667. The recovery reported in the consolidated financial statements of $31,404 related to temporary investments is a partial recovery of the unrealized loss on temporary investments reported in fiscal 2004 of $42,999.

12

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

4. MINERAL PROPERTY INTERESTS

	Balance at June 30, 2004		Additions		Recovery			Balance at June 30, 2005
Nevada Properties
Benmark	$	24,922	$	36,241	$			$	61,163
Celt		106,057		194,427		(16,617	)		283,867
Cottonwood		58,016		35,387					93,403
Fye Canyon		119,889		57,559		(3,670	)		173,778
Gold Bar Horst		82,543		38,285					120,828
Gold Pick		10,811		8,744					19,555
Goldstone		19,846		2,838					22,684
Hunter		62,830		25,958					88,788
Ian				18,930					18,930
Indian Ranch		108,402							108,402
Knolls				58,154					58,154
McClusky Pass		56,194		40,543					96,737
New Pass		402,981		17,888		(1,142	)		419,727
Pat Canyon		34,965		46,198					81,163
Slaven Canyon		163,314		91,242					254,556
South Cabin Creek		17,426		16,923					34,349
Squaw Creek		426,563		25,511		(74,603	)		377,471
Tonkin Summit		59,615		41,173					100,788
Other				41,804					41,804
Total Nevada Properties	$	1,754,374	$	797,805	$	(96,032	)	$	2,456,147

	Balance at June 30, 2003		Additions		Recovery	Balance at June 30, 2004
Nevada Properties
Benmark	$		$	24,922	$	$	24,922
Celt				106,057			106,057
Cottonwood		30,692		27,324			58,016
Fye Canyon				119,889			119,889
Gold Bar Horst		61,700		20,843			82,543
Gold Pick		8,202		2,609			10,811
Goldstone				19,846			19,846
Hunter		36,203		26,627			62,830
Indian Ranch		108,402					108,402
McClusky Pass		400		55,794			56,194
New Pass		387,381		15,600			402,981
Pat Canyon				34,965			34,965
Slaven Canyon		54,177		109,137			163,314
South Cabin Creek		13,052		4,374			17,426
Squaw Creek		404,550		22,013			426,563
Tonkin Summit				59,615			59,615
Total Nevada Properties	$	1,104,759	$	649,615	$	$	1,754,374

13

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

4. MINERAL PROPERTY INTERESTS (cont’d…)

	Balance at June 30, 2002		Additions		Recovery			Balance at June 30, 2003
Nevada Properties
Cottonwood	$	14,420	$	16,272	$			$	30,692
Gold Bar Horst		38,268		23,432					61,700
Gold Pick		5,088		3,114					8,202
Hunter		21,059		15,144					36,203
Indian Ranch		109,031		59,780		(60,409	)		108,402
McClusky Pass				400					400
New Pass		369,842		17,539					387,381
Slaven Canyon		13,647		40,530					54,177
South Cabin Creek		8,037		5,015					13,052
Squaw Creek		379,802		24,748					404,550
Total Nevada Properties	$	959,194	$	205,974	$	(60,409	)	$	1,104,759

Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims. The Company has investigated title to all of its mineral property interests and, to the best of its knowledge, expects title to all of its interests to be in good standing. The mineral property interests in which the Company has committed to earn an interest are located in the United States and the Company is therefore relying on advice by legal counsel who are basing such advice on the laws of the United States.

Celt, Eureka County, Nevada

In fiscal 2004, the Company acquired the property by staking. During the 2005 fiscal year, Teck Cominco American Incorporated (“TCAI”) elected to earn an initial 51% interest in the property pursuant to its rights under a Financing and Acquisition Agreement. The terms of the agreement provide for exploration expenditures of US$4,000,000 and cash payments of US$750,000 which must be incurred and paid to the Company’s U.S. subsidiary in annual increments prior to December 31, 2008. TCAI has made a firm commitment to incur US$500,000 in exploration expenditures by December 31, 2005. Upon TCAI vesting its 51% interest, TCAI and the Company will form a joint venture to further develop the property. When the joint venture completes the earlier of US$8.0 million in expenditures or a preliminary feasibility study, TCAI will have a one-time option to elect to earn an additional 9% interest in the property by funding and completing a feasibility study. Upon TCAI earning its additional interest and the approval of a production plan, the Company will have the option to request that TCAI arrange financing for the Company’s share of the capital costs required to develop the property. If the Company exercises this option TCAI shall commit to use its best efforts to arrange or provide project debt financing for not less than 60% of projected capital costs on a limited recourse basis after technical completion. If project costs exceed the amount available for debt financing and the parties elect nonetheless to put the property into production then at the Company’s election TCAI shall also arrange or provide the Company’s share of equity financing on a subordinate loan basis at LIBOR plus 4%. The property is comprised of 608 claims.

Cottonwood, Eureka County, Nevada

In fiscal 2002, the Company staked 56 claims and executed a mining lease agreement to acquire six adjacent claims. Under the terms of the agreement, the Company has made lease payments totalling US$6,000 and has issued 60,000 common shares of the Company at a value of $33,800. In addition, the Company is required to make a further lease payment of US$3,000 and issue a further 20,000 common shares of the Company over the next one-year period, and thereafter is required to make annual lease payments of US$5,000. The Company has staked an additional 28 claims in the surrounding area.

14

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

4. MINERAL PROPERTY INTERESTS(cont’d…)

Fye Canyon, Eureka County, Nevada

In fiscal 2004, the Company executed a mining lease agreement to acquire 114 claims (the “Underlying Fye Agreement”). Under the terms of the agreement, the Company has made an initial lease payment of US$5,000 which will increase by US$5,000 per year to a maximum of US$50,000 per year. The underlying royalty retained by the owner is 2% of net smelter returns up to a maximum of US$1,000,000 after which it is reduced to 1% of net smelter returns to a maximum of US$5,000,000. During the 2005 fiscal year, the Company entered into a Financing and Acquisition Agreement with TCAI whereby TCAI was granted the option to earn an initial 51% interest in the property. The terms of the agreement provide for exploration expenditures of US$4,000,000, cash payments of US$750,000 which must be incurred and paid to the Company’s U.S. subsidiary in annual increments prior to December 31, 2008, and the assumption of all obligations under the Underlying Fye Agreement. TCAI has made a firm commitment to incur US$500,000 in exploration expenditures by December 31, 2005. Upon TCAI vesting its 51% interest, TCAI and the Company will form a joint venture to further develop the property. When the joint venture completes the earlier of US$8.0 million in expenditures or a preliminary feasibility study, TCAI will have a one-time option to elect to earn an additional 9% interest in the property by funding and completing a feasibility study. Upon TCAI earning its additional interest and the approval of a production plan, the Company will have the option to request that TCAI arrange financing for the Company’s share of the capital costs required to develop the property. If the Company exercises this option TCAI shall commit to use its best efforts to arrange or provide project debt financing for not less than 60% of projected capital costs on a limited recourse basis after technical completion. If project costs exceed the amount available for debt financing and the parties elect nonetheless to put the property into production then at the Company’s election TCAI shall also arrange or provide the Company’s share of equity financing on a subordinate loan basis at LIBOR plus 4%. An additional 231 claims have been staked in the area of interest.

Hunter, Eureka County, Nevada

In fiscal 2002, the Company staked 46 claims and executed a mining lease agreement to acquire two adjacent claims. Under the terms of the agreement, the Company has made lease payments totalling US$10,000 and issued 80,000 common shares of the Company at a value of $37,800. In addition, the Company is required to make a further lease payment of US$4,000 and issue a further 20,000 common shares of the Company over the next one-year period, and thereafter is required to make annual lease payments of US$7,000.

Indian Ranch, Eureka County, Nevada

In fiscal 1994, the Company entered into a lease agreement for a 100% interest in 48 claims by issuing 100,000 common shares of the Company. The agreement is subject to a 6% net smelter return royalty payable to the lessee. The agreement was amended during a prior year whereby the Company secured the ability to buy down the 6% net smelter return royalty to 3% by making a payment of US$500,000 and extending the lease term to 2014. The Company holds an additional 496 claims within the area of interest.

In fiscal 1997, the Company entered into an option agreement with Chapleau Resources Ltd. (“Chapleau”). Pursuant to the terms of the agreement and the subsequent amendment, Chapleau was vested a 40% undivided interest in the property in 2001.

In fiscal 2001, the Company and Chapleau entered into an option agreement with Kennecott Exploration Company (“Kennecott”) whereby Kennecott could earn a 60% interest in the property by making certain option payments and incurring certain exploration expenditures. After paying the Company certain option payments, Kennecott terminated the agreement in November 2001. Upon termination of the Kennecott agreement, Chapleau’s interest in the property was reduced to a 25% undivided interest, leaving the Company with a 75% undivided interest in the property.

15

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

4. MINERAL PROPERTY INTERESTS(cont’d…)

Indian Ranch, Eureka County, Nevada(cont’d…)

In fiscal 2003, the Company and Chapleau entered into an option-joint venture agreement with Placer Dome U.S. Inc. (“PDUS”). Under the terms of the agreement, PDUS may earn a 60% interest in the property by incurring minimum work expenditures of US$2.0 million over a four year period and reimbursing the companies for their 2002 claim filing costs. Upon vesting its 60% ownership, PDUS can elect to earn an additional 15% by financing a feasibility study on the property.

New Pass, Churchill County, Nevada

In fiscal 1998, the Company purchased a 100% interest in the property from Quest USA Resources Inc. by making payments totalling US$165,000, subject to a 2.75% net smelter return royalty. In fiscal 2000, the Company purchased the 2.75% net smelter return royalty by issuing 100,000 common shares of its capital stock to the vendor. In fiscal 2005, the Company granted Consolidated Odyssey Exploration Inc. (“ODE”) an option to earn an initial 50% interest in the property. The Company paid a finders fee of $10,000 with respect to the ODE agreement. In February 2005, ODE assigned all of its rights under the agreement to Bonaventure Enterprises Inc. (“Bonaventure”). Under the terms of the agreement, Bonaventure must incur US$2,000,000 in exploration expenditures, issue 500,000 shares and make option payments totalling US$500,000 over a 4-year period (US$50,000 and 100,000 shares at a value of $24,617 received). Upon vesting a 50% interest, Bonaventure may elect to earn an additional 10% interest by financing the completion of a feasibility study. The property is comprised of 107 claims.

Slaven Canyon, Lander County, Nevada

In fiscal 2002, the Company acquired 51 claims by staking. In fiscal 2003, the Company acquired 17 claims by staking and acquired an additional 642 acres of land contiguous to the Company’s claims by executing three lease agreements which provide for escalating lease payments. In fiscal 2004, the Company acquired an additional 190 claims by staking and acquired an additional 350 acres of land contiguous to the Company’s claims by executing seven lease agreements which provide for cash payments totalling US$7,400 on signing and escalating lease payments thereafter. The underlying royalty retained by the owners ranges from ½% of net smelter returns to 3½% of net smelter returns with a buy-down provision allowing the Company to reduce the underlying royalty to a 2% net smelter return by paying US$1,500,000. In July, 2005, the Company acquired an additional 320 acres of land contiguous to the Company’s claims by executing a lease agreement which provides for a cash payment of US$7,619 and re-imbursement of fees of US$15,000 upon signing (both payments made), and escalating lease payments thereafter. The underlying royalty retained by the owner is 2.75%.

Squaw Creek, Elko County, Nevada

Since 1996, the Company has held a 100% interest in 151 claims located in Elko County which were acquired by staking. During the 2005 fiscal year, the Company granted ODE an option to earn an initial 50% interest in the property. The Company paid a finders fee of $10,000 with respect to the ODE agreement. In February 2005, ODE assigned all of its rights under the agreement to Bonaventure. Under the terms of the agreement, Bonaventure must incur US$2,000,000 in exploration expenditures, issue 500,000 shares and make option payments totalling US$500,000 over a 4-year period (US$50,000 and 100,000 shares at a value of $24,617 received). Upon vesting a 50% interest, Bonaventure may elect to earn an additional 10% interest by financing the completion of a feasibility study.

16

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

4. MINERAL PROPERTY INTERESTS(cont’d…)

Other Nevada Properties

In fiscal 2002, the Company acquired a 100% interest by staking the South Cabin Creek and Gold Bar Horst properties. In fiscal 2003, the Company acquired a 100% interest in the Gold Pick property by staking. In fiscal 2004, the Company acquired the McClusky Pass, Pat Canyon, Tonkin Summit, Benmark, and Goldstone properties. During the 2005 fiscal year, the Company acquired the Ian and Knolls properties.

5. DEFERRED EXPLORATION COSTS

By Type of Cost	Balance at June 30, 2004			Additions			Balance at June 30, 2005
Assays	$	681,131		$	32,563		$	713,694
Consulting		2,577,377			297,623			2,875,000
Drafting and report preparation		416,202			14,975			431,177
Drilling		2,753,845			349,969			3,103,814
Field operations		680,354			75,846			756,200
Reclamation		179,489			12,306			191,795
Recording		80,079						80,079
Supervision		356,723			17,316			374,039
Surveys		497,305			242,849			740,154
Transportation		91,287			60			91,347
Trenching and site preparation		368,921			28,411			397,332
Recovery		(4,897,361	)		(101,514	)		(4,998,875	)
Write-off		(3,052,280	)		(194,598	)		(3,246,878	)
Total	$	733,072		$	775,806		$	1,508,878

By Type of Cost	Balance at June 30, 2003			Additions			Balance at June 30, 2004
Assays	$	680,604		$	527		$	681,131
Consulting		2,342,159			235,218			2,577,377
Drafting and report preparation		393,336			22,866			416,202
Drilling		2,753,845						2,753,845
Field operations		648,525			31,829			680,354
Reclamation		178,609			880			179,489
Recording		80,079						80,079
Supervision		356,177			546			356,723
Surveys		320,921			176,384			497,305
Transportation		91,287						91,287
Trenching and site preparation		368,921						368,921
Recovery		(4,897,361	)					(4,897,361	)
Write-off		(2,810,731	)		(241,549	)		(3,052,280	)
Total	$	506,371		$	226,701		$	733,072

17

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

5. DEFERRED EXPLORATION COSTS (cont’d…)

By Type of Cost	Balance at June 30, 2002			Additions			Balance at June 30, 2003
Assays	$	680,078		$	526		$	680,604
Consulting		2,164,615			177,544			2,342,159
Drafting and report preparation		381,441			11,895			393,336
Drilling		2,753,845						2,753,845
Field operations		626,539			21,986			648,525
Reclamation		173,772			4,837			178,609
Recording		80,079						80,079
Supervision		356,177						356,177
Surveys		320,921						320,921
Transportation		91,287						91,287
Trenching and site preparation		368,921						368,921
Recovery		(4,897,361	)					(4,897,361	)
Write-off		(2,692,332	)		(118,399	)		(2,810,731	)
Total	$	407,982		$	98,389		$	506,371

By Property	Balance at June 30, 2004		Additions		Recoveries			Write-offs			Balance at June 30, 2005
Nevada Properties
Benmark	$	2,091	$	4,652	$			$			$	6,743
Celt		24,295		46,625								70,920
Cottonwood		30,807		74,895								105,702
Fye Canyon		31,495		46,644								78,139
Gold Bar Horst		40,975		13,968								54,943
Gold Pick		60,933		14,357								75,290
Goldstone		2,920		944								3,864
Hunter		23,028		1,898								24,926
Ian				625								625
Indian Ranch		12,395		11,828								24,223
Knolls				9,636								9,636
McClusky Pass		21,506		49,651								71,157
New Pass		237,246		11,919		(87,102	)					162,063
Pat Canyon		13,007		9,839								22,846
Slaven Canyon		199,521		531,208								730,729
South Cabin Creek		26,322		7,784								34,106
Squaw Creek		2,227		12,185		(14,412	)
Tonkin Summit		4,304		28,662								32,966
General exploration				194,598					(194,598	)
Total Nevada Properties	$	733,072	$	1,071,918	$	(101,514	)	$	(194,598	)	$	1,508,878

18

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

5. DEFERRED EXPLORATION COSTS (cont’d…)

By Property	Balance at June 30, 2003		Additions		Write-offs			Balance at June 30, 2004
Nevada Properties
Benmark	$		$	2,091	$			$	2,091
Celt				24,295					24,295
Cottonwood		30,807							30,807
Fye Canyon				31,495					31,495
Gold Bar Horst		40,975							40,975
Gold Pick		47,939		12,994					60,933
Goldstone				2,920					2,920
Hunter		23,028							23,028
Indian Ranch		10,099		2,296					12,395
McClusky Pass		7,266		14,240					21,506
New Pass		229,959		7,287					237,246
Pat Canyon				13,007					13,007
Slaven Canyon		88,532		110,989					199,521
South Cabin Creek		26,322							26,322
Squaw Creek		1,444		783					2,227
Tonkin Summit				4,304					4,304
General exploration				241,549		(241,549	)
Total Nevada Properties	$	506,371	$	468,250	$	(241,549	)	$	733,072

By Property	Balance at June 30, 2002		Additions		Write-offs			Balance at June 30, 2003
Nevada Properties
Cottonwood	$	30,089	$	718	$			$	30,807
Gold Bar Horst		39,201		1,774					40,975
Gold Pick		23,704		24,235					47,939
Hunter		21,702		1,326					23,028
Indian Ranch				10,099					10,099
New Pass		222,777		7,182					229,959
Quito				8,089		(8,089	)
Slaven Canyon		46,874		41,658					88,532
South Cabin Creek		23,635		2,687					26,322
Squaw Creek				1,444					1,444
General exploration (including McClusky)				117,576		(110,310	)		7,266
Total Nevada Properties	$	407,982	$	216,788	$	(118,399	)	$	506,371

19

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

6. EQUIPMENT

	2005						2004
	Cost		Accumulated Amortization		Net Book Value		Cost		Accumulated Amortization		Net Book Value
Vehicles	$	76,745	$	24,156	$	52,589	$	90,637	$	42,609	$	48,028
Technical equipment		41,041		14,221		26,820		30,021		7,965		22,056
Office equipment		76,884		17,175		59,709		24,865		9,046		15,819
	$	194,670	$	55,552	$	139,118	$	145,523	$	59,620	$	85,903

7. RELATED PARTY TRANSACTIONS

During the year ended June 30, 2005, the Company entered into the following transactions with related parties:

a) Paid or accrued $264,000 (2004 — $210,000; 2003 — $58,000) in management fees to directors and officers of the Company and to companies controlled by directors of the Company.

b) Paid or accrued $111,223 (2004 — $115,879; 2003 — $122,736) in consulting fees to directors and officers of the Company and to companies controlled by directors of the Company, of which $111,223 (2004 — $115,879; 2003 — $108,736) is included in or written-off to deferred exploration costs.

c) Paid or accrued $8,815 (2004 — Nil; 2003 – Nil) in administrative fees to companies controlled by a director of the Company.

At June 30, 2005, there is $17,754 (2004 — $70,370) payable to directors and officers of the Company and to companies controlled by directors of the Company. Included in receivables at June 30, 2005 is a travel advance in the amount of $4,572 (2004 – Nil) to cover expenses incurred subsequent to year end paid to a company controlled by a director. The amounts are unsecured and non-interest bearing.

The amounts charged to the Company for the services provided have been determined by negotiation among the parties and, in certain cases, are covered by signed agreements. 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. CAPITAL STOCK

Share issuances

During the 2005 fiscal year the Company completed a private placement of 1,500,000 units at $1.58, each unit consisting of one common share and one non-transferable share purchase warrant, each warrant entitling the holder to purchase an additional share at $2.50 for one year.

20

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

8. CAPITAL STOCK (cont’d…)

During the 2004 fiscal year the Company completed three private placements:

a) 2,500,000 units at $0.40, each unit consisting of one common share and one non-transferable share purchase warrant, each warrant entitling the holder to purchase an additional share at $0.60 for two years (435,000 warrants exercised during the year) with an additional provision that if the closing price of the Company’s shares exceeds $0.95 for a period of more than 20 business days, the warrants must be exercised within two weeks of notice (triggered subsequent to year end). A finder’s fee of 125,000 units were issued as well as finder’s warrants valued at $47,304 entitling the holder to acquire 200,000 shares of the Company at a price of $0.60 for one year; subject to the same additional provision as for the placees (triggered subsequent to year end),

b) 7,764,704 units at $0.85, each unit consisting of one common share and one non-transferable share purchase warrant, each warrant entitling the holder to purchase an additional share at $1.25 for 18 months. Brokers’ warrants valued at $239,567 were issued entitling the holder to acquire 543,529 shares of the Company at a price of $1.25, exercisable for 18 months;

c) 2,222,222 units at $0.90, each unit consisting of one common share and one-half non-transferable share purchase warrant, each one warrant entitling the holder to purchase an additional share at $1.25 for one year. Brokers’ warrants valued at $69,035 were issued entitling the holder to acquire 155,555 shares of the Company at a price of $1.25, exercisable for 1 year.

d) Share issuance costs related to private placements during the year totalled $540,522.

During the 2003 fiscal year the Company had no share issuances other than those issued for mineral property interests and stock options.

Stock options

Under the Company’s stock option plan effective November 4, 2002 and amended December 12, 2003, the Company may grant options for up to 7,072,935 common shares to directors, employees and consultants at exercise prices to be determined by the market value on the date of grant. Vesting of options is made at the discretion of the Board of Directors at the time the options are granted with the exception of options granted in relation to investor relations. Options granted to consultants engaged in investor relations activities vest no earlier than as to one-quarter upon the grant date and a further one-quarter after each of the following three three-month periods. The options can be granted for a maximum term of 10 years.

At June 30, 2005, the following incentive stock options were outstanding:

Number                  of Shares	Exercise Price	Expiry Date
55,000	$0.10	May 14, 2006
805,500	0.23	January 23, 2008
2,074,500	0.41	September 23, 2008
300,000	0.75	March 1, 2009
50,000	0.85	March 21, 2010
100,000	0.67	April 6, 2010
3,385,000

21

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

8. CAPITAL STOCK (cont’d…)

Stock options(cont’d…)

Stock option transactions and the number of stock options outstanding are summarized as follows:

	Number of Options		Weighted Average Exercise Price
Balance, June 30, 2002	2,660,000		$     0	.10
Options granted	1,227,500		0	.23
Options expired/cancelled	(475,000	)	0	.20
Options exercised	(337,500	)	0	.10
Balance, June 30, 2003	3,075,000		0	.15
Options granted	2,724,500		0	.51
Options exercised	(2,134,500	)	0	.13
Balance, June 30, 2004	3,665,000		0	.43
Options granted	150,000		0	.73
Options expired/cancelled	(200,000	)	1	.25
Options exercised	(230,000	)	0	.30
Balance, June 30, 2005	3,385,000		$     0	.41
Number of options currently exercisable	3,235,000		$     0	.39
Weighted average fair value of options granted during the year	2003		$     0	.21
	2004		0	.39
	2005		0	.56

Stock-based compensation

Effective July 1, 2003, the Company recognizes compensation expense for all stock options and warrants granted using the fair value based method of accounting. During fiscal 2003, the Company elected to measure compensation costs using the intrinsic value-based method for employee and director stock options. Under this method, no compensation expense is recognized when stock options are issued, as the exercise price of each option equals the minimum of the market value at the date immediately preceding the grant. Had the compensation costs during fiscal 2003 been determined based on the fair value of the options and warrants at the grant date using the Black-Scholes option-pricing model, additional compensation expense would have been recorded in the statement of operations of the period, with pro forma results as presented below.

Loss for the year as reported	$    (357,746	)
Compensation expense under Section 3870	(257,725	)
Pro forma loss for the year	$    (615,471	)
Pro forma basic and diluted loss per common share	$          (0.02	)

22

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

8. CAPITAL STOCK (cont’d…)

Stock-based compensation (cont’d…)

The following assumptions were used in the Black-Scholes valuation of stock options and warrants granted during the years presented:

	2005	2004	2003
Weighted average risk-free interest rate	3.7 %	4.2 %	4.01 %
Expected life of options and warrants	5 years	1 year -5 years	5 years
Weighted average annualized volatility	101%	118 %	148.73 %
Dividend	0.00 %	0.00 %	0.00 %

Warrants

Warrant transactions are summarized as follows:

	Number of Warrants		Exercise Price	Expiry Date
Balance, June 30, 2002 and 2003	5,649,308
Warrants exercised	(3,708,132	)	$0.44	November 18, 2003
Warrants exercised	(1,941,176	)	0.25	June 27, 2004
Warrants granted	200,000		0.60	October 24, 2004
Warrants granted	2,625,000		0.60	August 3, 2004
Warrants exercised	(435,000	)	0.60	August 3, 2004
Warrants granted	7,719,998		1.25	July 29, 2005
Warrants granted	588,235		1.25	August 3, 2005
Warrants granted	1,266,666		1.25	June 25, 2005
Balance, June 30, 2004	11,964,899
Warrants exercised	(2,290,000	)	0.60	August 3, 2004
Warrants expired	(100,000	)	0.60	August 3, 2004
Warrants expired	(1,266,666	)	1.25	June 25, 2005
Warrants granted	1,500,000		2.50	December 20, 2005
Balance, June 30, 2005	9,808,233

The number of warrants outstanding is summarized as follows:

Number of Warrants	Exercise Price	Expiry Date
4,352,351	$1.25	July 25, 2005 (exercised subsequent to year end)
3,367,647	1.25	July 25, 2005 (expired subsequent to year end)
588,235	1.25	August 3, 2005 (exercised subsequent to year end)
1,500,000	2.50	December 20, 2005
9,808,233

23

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

9. INCOME TAXES

A reconciliation of income tax recovery at statutory rates with the reported income tax recovery is as follows:

	2005			2004			2003
Loss before income tax recovery	$	(1,063,474	)	$	(1,664,257	)	$	(357,746	)
Expected income tax recovery	$	(378,597	)	$	(618,241	)	$	(134,513	)
Non-deductible expenses		14,884			315,842
Differences in foreign tax rates		32,371			1,810			(14,893	)
Tax loss benefit not recognized for book purposes		331,342			300,589			149,406
Actual income tax recovery	$	NIL		$	NIL		$	NIL

The significant components of the Company's future tax assets are as follows:

	2005			2004			2003
Net operating loss carry forwards	$	2,338,680		$	2,517,008		$	2,498,359
Mineral properties and other assets		590,427			618,517			653,265
Share issuance costs		117,590			158,213
		3,046,697			3,293,738			3,151,624
Less: valuation allowances		(3,046,697	)		(3,293,738	)		(3,151,624	)
Net future tax assets	$	NIL		$	NIL		$	NIL

The Company has non-capital losses of approximately $6,758,000 which may be carried forward and applied against taxable income in future years. These losses, if unutilized, will begin to expire in 2006. Subject to certain restrictions, the Company has further resource development and exploration expenditures totalling approximately $1,730,000 available to reduce taxable income of future years. Future tax benefits which may arise as a result of these non-capital losses and resource deductions have not been recognized in these financial statements and have been offset by a valuation allowance.

24

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

10. SEGMENTED INFORMATION

The Company’s one reportable operating segment is the exploration and development of mineral properties. Geographic information is as follows:

	Total Assets		Equipment		Mineral Property Interests and Deferred Exploration Costs		Other Assets
June 30, 2005
Canada	$	11,377,473	$	30,799	$		$	11,346,674
United States		4,319,402		108,319		3,965,025		246,058
	$	15,696,875	$	139,118	$	3,965,025	$	11,592,732
June 30, 2004
Canada	$	9,921,453	$		$		$	9,921,453
United States		2,798,953		85,903		2,487,446		225,604
	$	12,720,406	$	85,903	$	2,487,446	$	10,147,057

	2005		2004		2003
Loss before other items:
Canada	$	893,992	$	1,366,939	$	201,223
United States		206,754		101,391		9,413
	$	1,100,746	$	1,468,330	$	210,636

11. RESTRICTED RECLAMATION BONDS

The Company has secure funds in place with the United States government, a Canadian bank and a United States bank as security for reclamation bonds on its mineral properties. These restricted reclamation bonds were required by the local jurisdictions at the time exploration activities commenced on the properties and do not represent an asset retirement obligation (Note 2). Interest on the certificates of deposit with Canadian and United States banks is paid on a periodic basis to the Company.

12. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

Significant non-cash transactions during the years ended June 30, 2005, June 30, 2004 and June 30, 2003 include the Company issuing 40,000 common shares each year at a value in the current year of $28,400 (2004 – $31,200; 2003 — $8,000) for the acquisition of mineral property interests. In the year ended June 30, 2004, the Company issued 125,000 common shares as a finder’s fee related to a private placement. Included in accounts payable are $153,756 (2004 – $Nil) relating to deferred exploration costs.

13. COMMITMENTS

The Company has entered into lease agreements for its premises in Canada and the United States. The annual lease commitments are as follows:

	United States Premisese		Canadian Premises
2006	US$	24,041	$	21,600
2007		24,245		21,600
2008		25,070		22,500
	US$	73,356	$	65,700

25

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

14. FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents, temporary investments, receivables, restricted reclamation bonds, accounts payable and accrued liabilities, and due to related parties. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

The Company has its cash primarily in one commercial bank in Vancouver, British Columbia, Canada and one commercial bank in Reno, Nevada, United States.

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

These financial statements have been prepared in accordance with Canadian GAAP. Material variations in the accounting principles, practices and methods used in preparing these financial statements from principles, practices and methods accepted in the United States (“United States GAAP”) are described and quantified below.

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated balance sheets would be as follows:

	2005							2004
	Balance, Canadian GAAP		Adjustments			Balance, United States GAAP (Restated)		Balance, Canadian GAAP		Adjustments			Balance, United States GAAP (Restated)
Temporary
investments	$	10,895,443	$	36,224		$	10,931,667	$	7,450,824	$			$	7,450,824
Other current assets		500,597					500,597		2,483,994					2,483,994
Mineral property
interests		2,456,147		(1,839,607	)		616,540		1,754,374		(1,220,110	)		534,264
Deferred exploration
costs		1,508,878		(1,508,878	)				733,072		(733,072	)
Equipment		139,118					139,118		85,903					85,903
Restricted reclamation
bonds		196,692					196,692		212,239					212,239
	$	15,696,875	$	(3,312,261	)	$	12,384,614	$	12,720,406	$	(1,953,182	)	$	10,767,224
Current liabilities	$	179,585	$			$	179,585	$	130,085	$			$	130,085
Shareholders' equity		15,517,290		(3,312,261	)		12,205,029		12,590,321		(1,953,182	)		10,637,139
	$	15,696,875	$	(3,312,261	)	$	12,384,614	$	12,720,406	$	(1,953,182	)	$	10,767,224

26

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

15. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d…)

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated statements of operations would be as follows:

	2005 (Restated)			2004 (Restated)			2003 (Restated)
Loss for the period, Canadian GAAP	$	(1,063,474	)	$	(1,664,257	)	$	(357,746	)
Adjustments:
Mineral property interests		(619,497	)		(556,945	)		(108,704	)
Deferred exploration costs		(775,806	)		(226,701	)		(216,788	)
Prior years' write-offs		118,399
Increase in temporary investments		36,224
Loss for the period, United States GAAP	$	(2,422,553	)	$	(2,447,903	)	$	(564,839	)
Basic and diluted loss per share, United States GAAP	$	(0.05	)	$	(0.06	)	$	(0.02	)
Weighted average number of common shares outstanding,
United States GAAP		53,091,304			39,038,472			28,958,186

The impact of the differences between Canadian GAAP and United States GAAP on the consolidated statements of cash flows would be as follows:

	2005 (Restated)			2004 (Restated)			2003 (Restated)
Cash flows used in operating activities, Canadian GAAP	$	(954,361	)	$	(741,247	)	$	(179,612	)
Acquisition of mineral property interests		(619,497	)		(556,945	)		(108,704	)
Deferred exploration costs		(816,648	)		(442,661	)		(177,797	)
Acquisition of temporary investments		(3,413,215	)		(7,493,823	)
Cash flows used in operating activities, United States GAAP		(5,803,721	)		(9,234,676	)		(466,113	)
Cash flows provided by financing activities, Canadian GAAP and
United States GAAP		3,813,500			11,705,658			33,750
Cash flows used in investing activities, Canadian GAAP		(4,972,207	)		(8,702,270	)		(229,419	)
Acquisition of mineral property interests		619,497			556,945			108,704
Deferred exploration costs		816,648			442,661			177,797
Acquisition of temporary investments		3,413,215			7,493,823
Cash flows provided by (used in) investing activities, United States GAAP		(122,847	)		(208,841	)		57,082
Increase (decrease) in cash and cash equivalents during the period		(2,113,068	)		2,262,141			(375,281	)
Cash and cash equivalents, beginning of period		2,395,527			133,386			508,667
Cash and cash equivalents, end of period	$	282,459		$	2,395,527		$	133,386

27

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

15. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d…)

Restatements

For fiscal years 2005, 2004 and 2003, the Company has restated its reported balances and results under US GAAP to properly account for acquisition costs of mineral property interests. Pursuant to EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets”, mineral property interests are considered tangible assets and related acquisition costs can be capitalized as an asset. Previously, the Company expensed as incurred acquisition costs for mineral property interest. To properly account for these acquisition costs under US GAAP, the balance sheets and statements and operations and cash flows for the years ended June 30, 2005, 2004, and 2003 have been restated.

The Company also restated the presentation of the acquisition of temporary investments on its consolidated statement of cash flows for US GAAP purposes. The Company previously reported acquisition of temporary investments under investing activities, and now records these acquisitions under operating activities as these temporary investments are considered trading securities under Statement of Financial Accounting Standard No. 115 “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”).

The effect of the restatements for US GAAP purposes was an increase in mineral property interests for the years ended June 30, 2005 and 2004 of $616,540 and $534,264 respectively, and a reduction in loss for the years ended June 30, 2005, 2004, and 2003 of $82,276, $92,670 and $36,861 respectively. Basic and diluted loss per share remained unchanged for fiscal 2005, decreased by $0.01 to $(0.06) for fiscal 2004 and was unchanged for fiscal 2003.

In addition, cash flows from operating activities for US GAAP for fiscal 2005, 2004, and 2003 decreased by $3,359,339, $7,443,191 and $Nil respectively. Cash flows from investing activities for fiscal 2005, 2004, and 2003 increased by $3,359,339, $7,443,191 and $Nil respectively. Cash flows from financing activities for US GAAP remained unchanged.

The restatement under US GAAP had no effect on the Company’s primary financial statements and related noted prepared in accordance with Canadian GAAP (other than Note 15).

Mineral property interests and deferred exploration costs

In accordance with EITF 04-02, the Company classifies the costs of acquiring its mineral interests as tangible assets resulting in no difference between Canadian and U.S GAAP. Under U.S. GAAP exploration costs on mineral properties, other than acquisition costs, prior to the establishment of proven or probable reserves are expensed as incurred. Under Canadian GAAP these costs may be deferred.

Under US GAAP, the Company performs evaluations of its investment in mineral properties to assess the recoverability and the residual value of its investments in these assets. All mineral properties are reviewed for impairment whenever events or circumstances change which indicates the carrying amount of an asset may not be recoverable, utilizing established guidelines based on undiscounted future net cash flows from the asset or upon the determination that certain exploration properties do not have sufficient potential for economic mineralization.

Stock-based compensation

Under United States GAAP, Statements of Financial Accounting Standards No. 123, “Accounting for Stock-based Compensation” (“SFAS 123”) requires companies to establish a fair market value based method of accounting for stock-based compensation plans. The Company has chosen to account for stock-based compensation using Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees”(“APB 25”).

28

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

15. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d…)

Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of grant over the option price. Effective July 1, 2003 the Company elected to follow the fair value method of accounting for stock based compensation.

New accounting and disclosure standards were introduced under Canadian GAAP (Note 8) for the fiscal year ending June 30, 2003. Accordingly, there were no differences between Canadian GAAP and United States GAAP for the years ended June 30, 2005, 2004 and 2003.

Asset retirement obligations

The Company has determined that there are no asset retirement obligations as at June 30, 2005 and adopted new accounting and disclosure standards under Canadian GAAP (Note 2) for the 2005 fiscal year. Accordingly there were no differences between Canadian GAAP and United States GAAP as at June 30, 2005.

Under Canadian GAAP, the Company was not required to record asset retirement obligations as at June 30, 2004. The Company determined there were no asset retirement obligations as at June 30, 2004.

Temporary Investments

Under Canadian GAAP, temporary investments are carried at the lower of aggregate cost or current market value, with any unrealized gain or loss included in the statement of operations. Long-term investments are carried on the cost or equity basis and are only written down when there is evidence of a decline in value that is other than temporary.

Under United States GAAP, SFAS 115 requires that certain debt and equity investments must be classified into available-for-sale or trading securities and stated at fair market values. Any unrealized holding gains or losses are reported as a separate component of shareholders’ equity until realized for available-for-sale securities, and included in earnings for trading securities. For United States GAAP purposes, the Company’s investment in debt securities have been classified as trading securities. Under SFAS 115, for the 2004 fiscal year there was no difference under Canadian GAAP or United States GAAP as these debt securities have been written down to their fair market value, with an unrealized loss of $42,999 included in the consolidated statement of operations. For the 2005 fiscal year, an excess holding gain of $36,224 would be recognized under United States GAAP.

New accounting pronouncements

In December 2004, Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29” (“SFAS 153”) which amends Accounting Principles Board Opinion No. 29, “Accounting for Nonmonetary Transactions” to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.

In December 2004, FASB issued Statement of Financial Accounting Standards No. 123R, “Share Based Payment” (“SFAS 123R”). SFAS 123R supersedes APB 25 and its related implementation guidance by requiring entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions) and revises SFAS 123 as follows:

29

WHITE KNIGHT RESOURCES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
JUNE 30, 2005

15. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d…)

i) Public entities are required to measure liabilities incurred to employees in share-based payment transactions at fair value and nonpublic entities may elect to measure their liabilities to employees incurred in share-based payment transactions at their intrinsic value whereas under SFAS 123, all share-based payment liabilities were measured at their intrinsic value.

ii) Nonpublic entities are required to calculate fair value using an appropriate industry sector index for the expected volatility of its share price if it is not practicable to estimate the expected volatility of the entity’s share price.

iii) Entities are required to estimate the number of instruments for which the requisite service is expected to be rendered as opposed to accounting for forfeitures as they occur.

iv) Incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair value of the modified award with the fair value of the award immediately before the modification whereas SFAS 123 required that the effects of a modification be measured as the difference between the fair value of the modified award at the date it is granted and the award’s value immediately before the modification determined based on the shorter of (1) its remaining initially estimated expected life or (2) the expected life of the modified award.

SFAS 123R also clarifies and expands guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force No. 96-18 “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods and Services” (“EITF 96-18”). SFAS 123R also does not address the accounting for employee share ownership plans which are subject to Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first annual reporting period that begins after December 15, 2005. For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005.

In May 2005, FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”) which is effective for fiscal years ending after December 15, 2005. SFAS 154 requires that changes in accounting policy be accounted for on a retroactive basis.

The adoption of these new pronouncements is not expected to have a material effect on the Company’s consolidated financial position or results of operations.

30

ITEM 18:     FINANCIAL STATEMENTS

Not applicable. See Item 17 above.

ITEM 19:     EXHIBITS

Exhibits as follows:

Exhibit       Number		Description
1	.1(2)	Articles of the Company
1	.2(2)	Notice of Articles
4	.1(1)	Assignment Agreement between the Company and the CUN Minerals, Inc. regarding the Indian Ranch property dated May 6, 1997
4	.2(1)	Option Agreement for the Indian Ranch property between the Company and Chapleau Resources Ltd. dated May 26, 1997
4	.3(1)	Amended Option agreement for the Indian Ranch property between the Company and Chapleau Resources Ltd. dated June 18, 2001
4	.4(1)	Agreement between the Company, Chapleau Resources Ltd. and Placer Dome U.S. Inc. for exploration and Joint-Venture of the Indian Ranch property dated March 26, 2003
4	.5(1)	Indemnity Agreement between the Company and John M. Leask dated September 23, 1997
4	.6(1)	Indemnity Agreement between the Company and Megan M. Cameron dated September 23, 1997
4	.7(1)	Indemnity Agreement between the Company and Brian D. Edgar dated September 23, 1997
4	.8(1)	Indemnity Agreement between the Company and Robert G. Cuffney dated August 12, 1998
4	.9(1)	Indemnity Agreement between the Company and Gordon P Leask dated January 23, 2003
4	.10(1)	Consulting Agreement between the Company and Robert Cuffney dated February 1, 2000
4	.11(2)	Property Acquisition Agreement for the Celt property between the Company and Teck Cominco American Incorporated dated December 1, 2004
4	.12(2)	Amendment dated January 24, 2005 to Property Acquisition Agreement for the Celt property between the Company and Teck Cominco American Incorporated dated December 1, 2004
4	.13(2)	Financing and Acquisition Agreement for the Fye property between the Company and Teck Cominco American Incorporated dated October 20, 2004
4	.14(2)	Option Agreement for the New Pass property between the Company and Consolidated Odyssey Exploration Inc. dated September 30, 2004
4	.15(2)	Option Agreement for the Squaw Creek property between the Company and Consolidated Odyssey Exploration Inc. dated September 30, 2004
4	.16(2)	Consent Agreement for the Squaw Creek and New Pass properties between the Company and Consolidated Odyssey Exploration Inc. dated February 15, 2005
8	.1(2)	List of Subsidiaries (included in Item 4 C)
12	.1	Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)
13	.1	Certifications Required by Rule 13a-14(b) or Rule 14d-14(b)
15	.1(2)	Audit Committee Charter

_________________

(1) Incorporated by reference to the Registrant’s Form 20-F Registration Statement filed on July 30, 2004.

(2) Incorporated by reference to the Registrant’s Form 20-F Annual Report filed on December 30, 2005.

31

SIGNATURES

The registrant certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Date:   June 19, 2006

WHITE KNIGHT RESOURCES LTD.



Per:   “John M. Leask”                               
         John M. Leask
         Chairman, President and
         Chief Executive Officer

32