-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NMV/LgctQtsa2vP5sCW2Kke1NYp4zAhylVGCr3tOWFsBolG/MjcuBzUwrYtmWW/k gn2y6r27BVSS7xYoYmwBWw== 0001140361-05-009286.txt : 20051109 0001140361-05-009286.hdr.sgml : 20051109 20051109150932 ACCESSION NUMBER: 0001140361-05-009286 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051108 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AURORA GOLD CORP CENTRAL INDEX KEY: 0001037049 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 133945947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24393 FILM NUMBER: 051189626 BUSINESS ADDRESS: STREET 1: PO BOX 3711 STN TERMINAL STREET 2: 349 WEST GEORGIA STREET, VANCOUVER CITY: BC CANADA V6B 3Z1 STATE: A1 ZIP: 00000 BUSINESS PHONE: 604-687-4432 MAIL ADDRESS: STREET 1: PO BOX 3711 STN TERMINAL STREET 2: 349 WEST GEORGIA STREET, VANCOUVER CITY: BC CANADA V6B 3Z1 STATE: A1 ZIP: 00000 8-K 1 body.txt AURORA GOLD 8-K 11-8-2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2005 AURORA GOLD CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-24393 13-3945947 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 30 Ledgar Road, Balcatta, WA, Australia 6021 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including the area code: (+61 8) 9240-2836 238 West 4th Street, Suite 2, North Vancouver, B.C., Canada V7M 1H7 (Former name or former address, if changed from last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Information A.2. below): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) AURORA GOLD CORPORATION - ----------------------- Item 1.01 Entry into a Material Definitive Agreement Aurora Gold Corporation (the "Company") has entered into option agreements over the Ouro Mil and Sao Domingo project areas and has commenced reconnaissance exploration programs. The Ouro Mil and Sao Domingo projects are located in the rich and largely unexplored Tapajos gold province in Para State, Brazil. The Ouro Mil project covers an area of approximately 10,000 hectares and the Sao Domingo project covers an area of approximately 5,000 hectares. The Tapajos Gold Province comprises an area of approximately 300km by 350km located in south westerly reaches of the state of Para. The dominant lithologies are composed of Paleoproterozoic aged volcanic and plutonic rocks and hosts gold mineralization related to two metallogenic events. The older event comprises orogenic mesothermal shear hosted lode deposits, while the younger event related to emplacement of post-orogenic alkaline granitoids as volcanic edifices and along structural corridors, is constituted by epithermal to epizonal type deposits. The Ouro Mil project is situated within a north-west trending sliver of the Creporizao Intrusive Suite along an E-NE shear subordinate to the NW trending regional shear of the area. The western margin of this portion of the Creporizao Intrusive Suite is in a NW faulted contact with the Parauari Intrusive Suite, and similarly the eastern margin is in a NW faulted contact with the Cuiu-Cuiu Complex. The Sao Domingo project is situated within the granites of the Parauari Intrusive Suite cut by E-W and a NNW-SSE trending regional faults. The option agreement for Ouro Mil allows for the Company to earn a 100% interest in the project via structured cash payments and leaving the vendors with a 1.5% Net Smelter Royalty ("NSR"). The total option agreement payment for the license is structured as follows: October 18, 2005 - USD $12,000; December 18, 2005 - USD $30,000; June 18, 2006 - USD $70,000; June 18, 2007 - USD $120,000; June 18, 2008 - USD $180,000 and December 18, 2008 - USD $1,500,000 for a total of USD $1,912,000. Aurora Gold may withdraw from the option agreement at any time and may purchase the NSR at any time for USD $1,000,000. The option agreement for Sao Domingo allows for the Company to earn a 100% interest in the project via structured cash payments and leaving the vendors with a 2.0% NSR. The total option agreement payment for the license is structured as follows: October 24, 2005 - USD $20,000; December 30, 2005 - USD $70,000; June 30, 2006 - USD $150,000; June 30, 2007 - USD $250,000; June 30, 2008 - USD $310,000 and December 30, 2008 - USD $1,500,000 for a total of USD $2,300,000. Aurora Gold may withdraw from the option agreement at any time and may purchase the NSR at any time for USD $1,000,000. Preliminary investigation of both project areas has confirmed the existence of mineralized quartz veins and stockwork systems within these Intrusive Suites. The Company is targeting large tonnage, low to medium grade gold deposits for these two project areas based on the historical occurrences of gold deposits in similar geological settings within this region of the Tapajos gold province and is currently conducting rock chip and outcrop-sampling programs together with close spaced soil geochemistry programs to delineate the anomalous targets for follow up drill testing .. Item 9.01 Financial Statements and Exhibits (d) Exhibits: 99.1 Aurora Gold Corporation news release issued November 8, 2005 and disseminated through the facilities of recognized newswire services. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AURORA GOLD CORPORATION Date: November 8, 2005 by: /s/ A. Cameron Richardson -------------------------- A. Cameron Richardson President and Director EX-99.1 2 ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 AURORA GOLD CORPORATION NEWS RELEASE 03-2005 November 8, 2005 Trading Symbol: ARXG (NASD OTCBB) NEWS RELEASE ------------ AURORA GOLD CORPORATION ANNOUNCES THAT IT HAS ENTERED INTO OPTION AGREEMENTS OVER THE OURO MIL AND THE SAO DOMINGO PROJECTS IN THE TAPAJOS GOLD PROVINCE, PARA STATE, BRAZIL AND HAS COMMENCED INITIAL EXPLORATION PROGRAMS. AURORA GOLD CORPORATION (the "Company") announces that the company has entered into option agreements over the Ouro Mil and Sao Domingo project areas and has commenced reconnaissance exploration programs. The Ouro Mil and Sao Domingo projects are located in the rich and largely unexplored Tapajos gold province in Para State, Brazil. The Ouro Mil project covers an area of approximately 10,000 hectares and the Sao Domingo project covers an area of approximately 5,000 hectares. The Tapajos Gold Province comprises an area of approximately 300km by 350km located in south westerly reaches of the state of Para. The dominant lithologies are composed of Paleoproterozoic aged volcanic and plutonic rocks and hosts gold mineralization related to two metallogenic events. The older event comprises orogenic mesothermal shear hosted lode deposits, while the younger event related to emplacement of post-orogenic alkaline granitoids as volcanic edifices and along structural corridors, is constituted by epithermal to epizonal type deposits. The Ouro Mil project is situated within a north-west trending sliver of the Creporizao Intrusive Suite along an E-NE shear subordinate to the NW trending regional shear of the area. The western margin of this portion of the Creporizao Intrusive Suite is in a NW faulted contact with the Parauari Intrusive Suite, and similarly the eastern margin is in a NW faulted contact with the Cuiu-Cuiu Complex. The Sao Domingo project is situated within the granites of the Parauari Intrusive Suite cut by E-W and a NNW-SSE trending regional faults. The option agreement for Ouro Mil allows for the Company to earn a 100% interest in the project via structured cash payments and leaving the vendors with a 1.5% Net Smelter Royalty ("NSR"). The total 3 option agreement payment for the license is structured as follows: October 18, 2005 - USD $12,000; December 18, 2005 - USD $30,000; June 18, 2006 - USD $70,000; June 18, 2007 - USD $120,000; June 18, 2008 - USD $180,000 and December 18, 2008 - USD $1,500,000 for a total of USD $1,912,000. Aurora Gold may withdraw from the option agreement at any time and may purchase the NSR at any time for USD $1,000,000. The option agreement for Sao Domingo allows for the Company to earn a 100% interest in the project via structured cash payments and leaving the vendors with a 2.0% NSR. The total option agreement payment for the license is structured as follows: October 24, 2005 - USD $20,000; December 30, 2005 - USD $70,000; June 30, 2006 - USD $150,000; June 30, 2007 - USD $250,000; June 30, 2008 - USD $310,000 and December 30, 2008 - USD $1,500,000 for a total of USD $2,300,000. Aurora Gold may withdraw from the option agreement at any time and may purchase the NSR at any time for USD $1,000,000. Preliminary investigation of both project areas has confirmed the existence of mineralized quartz veins and stockwork systems within these Intrusive Suites. The Company is targeting large tonnage, low to medium grade gold deposits for these two project areas based on the historical occurrences of gold deposits in similar geological settings within this region of the Tapajos gold province and is currently conducting rock chip and outcrop-sampling programs together with close spaced soil geochemistry programs to delineate the anomalous targets for follow up drill testing Aurora Gold Corporation is a mineral exploration company whose stock trades under the symbol "ARXG" on the NASD OTC Bulletin Board. For Further information, please call Klaus Eckhof at Phone: (+618) 9240-2836 Mobile: (+61) 411-148-209 ON BEHALF OF THE BOARD "Klaus Eckhof" Klaus Eckhof Director This press release includes "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding potential mineralization and reserves, exploration results and future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed under the heading "Risk Factors" and elsewhere in the Company's documents filed from time to time with the United States Securities and Exchange Commission and other regulatory authorities. All dollar amounts are expressed in US dollars unless otherwise stated. 4 -----END PRIVACY-ENHANCED MESSAGE-----