-----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, EJPuPMwoZmgsuR4SMUP2b0p1Eqk/v6fmhY9V/a5M3FEG3CJ7HjjslAw1Q65YKt2I wNSm2UHYfZEwzSenZv1Ruw== 0001140361-06-002484.txt : 20060215 0001140361-06-002484.hdr.sgml : 20060215 20060214212332 ACCESSION NUMBER: 0001140361-06-002484 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060213 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060214 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: 06619490 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 form8-k.txt AURORA GOLD 8-K 2-13-2006 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) February 13, 2006 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 (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") is pleased to announce that the Company's wholly owned Brazilian subsidiary, Aurora Gold Mineracao Ltda, has signed an option agreement covering the Sao Domingos project located in the Municipality of Itaituba, Tapajos gold province, State of Para, Brazil. The Company has commenced reconnaissance exploration programs on the project and has currently outlined four (4) areas considered highly significant and separated by up to 5 km. The project is located in the southern part of the rich and largely unexplored Tapajos gold province. Generally vein quartz mineralization in the southern Tapajos is hosted by arc related, calc-alkaline tonalitic orthogneisses (Cuiu-Cuiu complex 2003-2005 Ma) and post-collisional calc-alkaline K-rich granitoids (Creporizao Intrusive Suite 1997-1957 Ma). The deposits are structurally controlled and form typically tabular bodies that parallel the hosting structures, and are characterized by quartz veins surrounded by halos of strongly altered wall rock, which are usually narrow and show weak to prominent ductile fabric. Steeply dipping fault fill veins and shear veins represent 80% of the structural style, followed by breccia veins and lesser stock works and veins hosted in low angle reverse-oblique faults. Hosting structures vary from ductile- brittle to brittle in nature and together with structural and textural evidence provided by the veins, indicate a wide range of depth of emplacement, for the mineralization from shallow to mid crustal. Quart and sericite are the main alteration minerals and pyrite is ubiquitous. The Sao Domingos project area is located approximately 40km north of the Company's Santa Isabel project and approximately 50km south of the Company's Nova Porto project. Currently the company has outlined four (4) prime targets for the Sao Domingos project; Atacadao, Esmeril, Fofoca and Cachoeira. All targets are located around a series of regional brittle and ductile structures trending NW, NE and NNW within the Parauari Intrusive Suite and adjacent to the later Cachoelra (Gabbroic) Intrusive Suite. The Parauari Intrusive Suite has proven to host the vast majority of gold deposits elsewhere within the Tapajos Gold Province. This area has also previously been the focus of large-scale alluvial workings. Preliminary investigation of all four (4) target areas, Atacadao, Esmeril, Fofoca and Cachoeira all have confirmed the existence of mineralized quartz veins and stockwork systems within these Intrusive Granite Suites. Results of preliminary sampling are expected in the near future. Atacadao was a large-scale alluvial gold mining operation capitalizing on gold accumulations shed from the surrounding hills. Preliminary investigations proved the local topographic highs to be part of the Parauari Intrusive Suite with well-developed stock work quartz. Initial inspection of the quartz veins showed them to be clearly mineralized and final results of initial sampling is expected soon. Locally previous shallow, up to 10m, production shafts focused on an E-W sub-vertical, project scale brittle structure, which can be traced for several hundreds of meters. Esmeril was the focus of recent mining, by water canon and sluice, of the highly weathered fraction of the granitic host rock and stockwork veins. The stockwork veins, exposed by previous workers, show boxwork and fresh sulphides with associated ferruginous staining of both the veins and wall rock alteration of the enclosing country rock. The Fofoca area was the focus of a large-scale development of both the alluvial and oxidized stock work granitic host rocks. This area is also located on an E-W structure considered to be associated to the structures linked to Atacadao, giving a potential strike length of several km. Initial inspection of vein quartz around Fofoca, showed they contain high percentages of sulphides and final results of initial sampling are expected soon Cachoeira is a series of NW trending quartz veins within the Parauari Granite Intrusive Suite situated near the intersection of N-S and E-W trending shears. Initial inspection of the quartz noted high percentages of sulphides. 2 Based on the historical occurrences of gold deposits in similar geological settings within this region of the Tapajos gold province, the Company is confident that the hard rock potential for the Sao Domingos project will define a series of large tonnage economic gold and poly metallic ore bodies, and is currently conducting further preliminary exploration to define drill targets for the near future. The Sao Domingos option agreement allows the Company to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Sao Domingos project mineral rights via structured cash payments. The total option agreement payments for the licence are structured as follows: January 30, 2006 - USD $31,500; July 30, 2006 - USD $67,500; July 30, 2007 USD $112,500; July 30, 2008 - USD $139,500; December 30, 2008 - USD $675,000 for a total of USD $1,026,000. The vendor will have a 2.0% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in reals of the equivalent of USD $500,000. The option agreement can be terminated at any time upon written notice to the vendor and the Company will be free of any and all payment commitments yet to be due. Item 9.01 Financial Statements and Exhibits (d) Exhibits: 99.1 Aurora Gold Corporation news release issued February 13, 2006 and disseminated through the facilities of recognized newswire services. 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: February13, 2006 by:/s/ A. Cameron Richardson ---------------- ------------------------- A. Cameron Richardson President and Director 3 EX-99.1 2 ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 AURORA GOLD CORPORATION NEWS RELEASE 02-2006 February 13, 2006 Trading Symbol: ARXG (NASD OTCBB) NEWS RELEASE ------------ AURORA GOLD CORPORATION IS PLEASED TO ANNOUNCE THAT THE COMPANY'S WHOLLY OWNED BRAZILIAN SUBSIDIARY, AURORA GOLD MINERACAO LTDA, HAS SIGNED AN OPTION AGREEMENT COVERING THE SAO DOMINGOS PROJECT LOCATED IN THE MUNICIPALITY OF ITAITUBA, TAPAJOS GOLD PROVINCE, STATE OF PARA, BRAZIL. Aurora Gold Corporation (the "Company") is pleased to announce that the Company's wholly owned Brazilian subsidiary, Aurora Gold Mineracao Ltda, has signed an option agreement covering the Sao Domingos project located in the Municipality of Itaituba, Tapajos gold province, State of Para, Brazil. The Company has commenced reconnaissance exploration programs on the project and has currently outlined four (4) areas considered highly significant and separated by up to 5 km. The project is located in the southern part of the rich and largely unexplored Tapajos gold province. Generally vein quartz mineralization in the southern Tapajos is hosted by arc related, calc-alkaline tonalitic orthogneisses (Cuiu-Cuiu complex 2003-2005 Ma) and post-collisional calc-alkaline K-rich granitoids (Creporizao Intrusive Suite 1997-1957 Ma). The deposits are structurally controlled and form typically tabular bodies that parallel the hosting structures, and are characterized by quartz veins surrounded by halos of strongly altered wall rock, which are usually narrow and show weak to prominent ductile fabric. Steeply dipping fault fill veins and shear veins represent 80% of the structural style, followed by breccia veins and lesser stock works and veins hosted in low angle reverse-oblique faults. Hosting structures vary from ductile- brittle to brittle in nature and together with structural and textural evidence provided by the veins, indicate a wide range of depth of emplacement, for the mineralization from shallow to mid crustal. Quart and sericite are the main alteration minerals and pyrite is ubiquitous. The Sao Domingos project area is located approximately 40km north of the Company's Santa Isabel project and approximately 50km south of the Company's Nova Porto project. Currently the company has outlined four (4) prime targets for the Sao Domingos project; Atacadao, Esmeril, Fofoca and Cachoeira. All targets are located around a series of regional brittle and ductile structures trending NW, NE and NNW within the Parauari Intrusive Suite and adjacent to the later Cachoelra (Gabbroic) Intrusive Suite. The Parauari Intrusive Suite has proven to host the vast majority of gold deposits elsewhere within the Tapajos Gold Province. This area has also previously been the focus of large-scale alluvial workings. Preliminary investigation of all four (4) target areas, Atacadao, Esmeril, Fofoca and Cachoeira all have confirmed the existence of mineralized quartz veins and stockwork systems within these Intrusive Granite Suites. Results of preliminary sampling are expected in the near future. Atacadao was a large-scale alluvial gold mining operation capitalizing on gold accumulations shed from the surrounding hills. Preliminary investigations proved the local topographic highs to be part of the Parauari Intrusive Suite with well-developed stock work quartz. Initial inspection of the quartz veins showed them to be clearly mineralized and final results of initial sampling is expected soon. Locally previous shallow, up to 10m, production shafts focused on an E-W sub-vertical, project scale brittle structure, which can be traced for several hundreds of meters. Esmeril was the focus of recent mining, by water canon and sluice, of the highly weathered fraction of the granitic host rock and stockwork veins. The stockwork veins, exposed by previous workers, show 4 boxwork and fresh sulphides with associated ferruginous staining of both the veins and wall rock alteration of the enclosing country rock. The Fofoca area was the focus of a large-scale development of both the alluvial and oxidized stock work granitic host rocks. This area is also located on an E-W structure considered to be associated to the structures linked to Atacadao, giving a potential strike length of several km. Initial inspection of vein quartz around Fofoca, showed they contain high percentages of sulphides and final results of initial sampling are expected soon Cachoeira is a series of NW trending quartz veins within the Parauari Granite Intrusive Suite situated near the intersection of N-S and E-W trending shears. Initial inspection of the quartz noted high percentages of sulphides. Based on the historical occurrences of gold deposits in similar geological settings within this region of the Tapajos gold province, the Company is confident that the hard rock potential for the S o Domingos project will define a series of large tonnage economic gold and poly metallic ore bodies, and is currently conducting further preliminary exploration to define drill targets for the near future. The Sao Domingos option agreement allows the Company to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Sao Domingos project mineral rights via structured cash payments. The total option agreement payments for the licence are structured as follows: January 30, 2006 - USD $31,500; July 30, 2006 - USD $67,500; July 30, 2007 USD $112,500; July 30, 2008 - USD $139,500; December 30, 2008 - USD $675,000 for a total of USD $1,026,000. The vendor will have a 2.0% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in reals of the equivalent of USD $500,000. The option agreement can be terminated at any time upon written notice to the vendor and the Company will be free of any and all payment commitments yet to be due. 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: (+61) 8 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. 5 -----END PRIVACY-ENHANCED MESSAGE-----