-----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, E5NnROGm+H5Zy9iyxClcT9IECyL720/JbhVpMh66s7VJ+cWU84GDaG2OJhZeaVXS 7p99kdCKxaCOsPZDcYAAzg== 0001140361-06-010629.txt : 20060726 0001140361-06-010629.hdr.sgml : 20060726 20060726152551 ACCESSION NUMBER: 0001140361-06-010629 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060726 DATE AS OF CHANGE: 20060726 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-24393 FILM NUMBER: 06981489 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 10QSB 1 form10-qsb.txt AURORA GOLD 10-QSB 06-30-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 - [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from _ _ _ _ _ _ _ _ _ _ to _ _ _ _ _ _ _ _ _ _ Commission file number 0-24393 ------- AURORA GOLD CORPORATION - ----------------------- (Exact name of small business issuer as specified in its charter) Delaware 13-3945947 - -------- ---------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 30 Ledgar Road, Balcatta, WA 6021 Australia - ------------------------------------------- (Address of principal executive offices) (+61 8) 9240-2836 - ----------------- (Issuer's Telephone Number) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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. YES [X] NO [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check, whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by court. YES [ ] NO [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 44,218,522 shares of Common Stock were outstanding as of July 24, 2006. Transitional Small Business Disclosure Format (check one); YES [ ] NO [X] AURORA GOLD CORPORATION This quarterly report contains statements that plan for or anticipate the future and are not historical facts. In this Report these forward looking statements are generally identified by words such as "anticipate," "plan," "believe," "expect," "estimate," and the like. Because forward looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. These risks and uncertainties are detailed in Part 1 - Financial Information - Item 1. "Financial Statements," Item 2. "Management's Discussion and Analysis or Plan of Operation." The Private Securities Litigation Reform Act of 1995, which provides a "safe harbor" for such statements, may not apply to this Report.
INDEX Page No. PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets -- 3 June 30, 2006 (unaudited) and December 31, 2005 (audited) Interim Consolidated Statements of Operations (unaudited) 4 Three and Six-months Ended June 30, 2006 and 2005; and for the period from October 10, 1995 (Inception) to June 30, 2006 Interim Consolidated Statements of Cash Flows (unaudited) 5 Three and Six-months Ended June 30, 2006 and 2005; and for the period from October 10, 1995 (Inception) to June 30, 2006 Notes to Interim Consolidated Financial Statements (unaudited) 6 Item 2. Management's Discussion and Analysis or Plan of Operation 10 Item 3. Controls and Procedures 17 PART II. Other Information Item 1. Legal Proceedings 17 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 3. Defaults Upon Senior Securities 18 Item 4. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 18 Item 6. Exhibits 18 Signatures 20
2 Item 1. Financial Statements
AURORA GOLD CORPORATION (An exploration stage enterprise) Consolidated Balance Sheets June 30, 2006 and December 31, 2005 (Expressed in U.S. Dollars) June 30 December 31 2006 2005 (unaudited) (audited) - ------------------------------------------------------------------------------------------- ASSETS Current assets Cash $ 2,195,289 $ 164,189 Available-for-sale securities 18,018 33,451 - ------------------------------------------------------------------------------------------- Total current assets 2,213,307 197,640 Equipment, net 52 679 - ------------------------------------------------------------------------------------------- Total assets $ 2,213,359 $ 198,319 =========================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current liabilities Accounts payable and accrued expenses $ 32,460 $ 32,588 - ------------------------------------------------------------------------------------------- Total current liabilities 32,460 32,588 =========================================================================================== Stockholders' Equity Common stock Authorized: 50,000,000 common shares, with par value $0.001each Issued and outstanding: 44,218,522 (December 31, 2005 - 36,218,522) common shares 44,218 36,218 Additional paid-in capital 8,474,137 4,582,137 Accumulated deficit during the exploration stage (6,317,409) (4,448,010) Accumulated other comprehensive income (loss) (20,047) (4,614) - ------------------------------------------------------------------------------------------- Stockholders' equity 2,180,899 165,731 - ------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 2,213,359 $ 198,319 =========================================================================================== The accompanying notes are an integral part of these financial statements
3
AURORA GOLD CORPORATION (An exploration stage enterprise) Cumulative Interim Consolidated Statements of Operations October 10 Three months Three months Six months Six months (Expressed in U.S. Dollars) 1995 (inception) Ended Ended Ended Ended (Unaudited) to June 30 June 30 June 30 June 30 June 30 2006 2006 2005 2006 2005 - ---------------------------------------------------------------------------------------------------------------------------------- Expenses Administrative and general $ 820,370 $ 73,513 $ 7,438 $ 108,662 $ 9,675 Depreciation and amortization 54,901 314 1,087 627 2,173 Imputed interest on loan payable - related party 1,560 - - - - Interest, bank charges and foreign exchange loss (gain) 62,075 1,202 329 12,598 (56) Professional fees - accounting and legal 520,135 45,606 643 93,383 1,117 Property search and negotiation 225,198 - 3,903 - 3,903 Salaries and consulting fees 1,044,575 51,886 30,000 78,568 30,000 - ---------------------------------------------------------------------------------------------------------------------------------- 2,728,814 172,521 43,400 293,838 46,812 Exploration expenses 3,385,324 1,147,291 (25) 1,575,561 2,036 Write-off of mineral property costs 172,981 - - - - - ---------------------------------------------------------------------------------------------------------------------------------- 6,287,119 1,319,812 43,375 1,869,399 48,848 - ---------------------------------------------------------------------------------------------------------------------------------- Other income (loss) Gain on disposition of subsidiary 216,474 - - - - Interest income 22,353 - - - - Gain on sale of rights to the Matupa agreement, net of expenses of $138,065 80,237 - 63,590 63,590 Realized (loss) on investments (32,756) - (8,269) - (8,269) Operating (loss) of Spun-off operations (316,598) - - - - - ---------------------------------------------------------------------------------------------------------------------------------- (30,290) - 55,321 - 55,321 - ---------------------------------------------------------------------------------------------------------------------------------- Net income (loss) for the period $ (6,317,409) $ (1,319,812) $ 11,946 $(1,869,399) $ 6,473 ================================================================================================================================== Earnings (loss) per share - basic and diluted $ (0.03) $ 0.00 $ (0.04) $ 0.00 ================================================================================================================================== Weighted average number of common shares outstanding - basic and diluted 44,218,522 20,434,431 41,862,966 19,984,431 ================================================================================================================================== The accompanying notes are an integral part of these financial statements
4
AURORA GOLD CORPORATION (An exploration stage enterprise) Interim Consolidated Statements of Cash Flows Cumulative (Unaudited) October 10 Six months Six months (Expressed in U.S. Dollars) 1995 (inception) Ended Ended to June 30 June 30 June 30 2006 2006 2005 - -------------------------------------------------------------------------------------------------------- Net income (loss) for the period $ (6,317,409) $(1,869,399) $ 6,473 Cash flows from operating activities Adjustments to reconcile net income (loss) to net cash used in operating activities: - depreciation and amortization 54,901 627 2,173 - compensation on stock options 720,500 - - - expenses satisfied with issuance of common stock 498,800 - - - expenses satisfied with transfer of marketable securities 33,903 - 33,903 - imputed interest on loan payable - related party 1,560 - - - writeoff of mineral property costs 172,981 - - - adjustment for spin-off of Aurora Metals (BVI) Limited 316,498 - - - realized loss on investments 32,756 - 8,269 - gain on sale of rights to Matupa agreement, net of expenses (80,237) - (63,590) Changes in assets and liabilities: - - increase in receivables (206,978) - (21,418) - (decrease) increase in accounts payable and accrued expenses 572,617 (128) 33,042 - -------------------------------------------------------------------------------------------------------- Net cash used in operating activities (4,200,108) (1,868,900) (1,148) - -------------------------------------------------------------------------------------------------------- Cash flows from investing activities Purchase of equipment (57,891) - - Proceeds on disposal of equipment 14,449 - - Acquisition of mineral property costs (172,981) - - Payment for incorporation cost (11,511) - - - -------------------------------------------------------------------------------------------------------- Net cash used in investing activities (227,934) - - - -------------------------------------------------------------------------------------------------------- Cash flows from financing activities Proceeds from issuance of common stock, less issuance costs 6,552,339 3,900,000 - Loan proceeds from related party 39,000 - - Loan proceeds 31,992 - - - -------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 6,623,331 3,900,000 - - -------------------------------------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 2,195,289 2,031,100 (1,148) Cash and cash equivalents, beginning of period - 164,189 1,275 - -------------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 2,195,289 $ 2,195,289 $ 127 ======================================================================================================== The accompanying notes are an integral part of these financial statements
5 Notes to Interim Consolidated Financial Statements (Unaudited) -------------------------------------------------------------- 1. Nature of Business and Continuance of Operations Aurora Gold Corporation ("the Company") was formed on October 10, 1995 under the laws of the State of Delaware and it is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company has not yet determined whether it's properties contain mineral reserves that may be economically recoverable and the Company has not generated any operating revenues to date. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. We have incurred recurring operating losses and require additional funds to meet our obligations and maintain our operations. Management's plans in this regard are to raise equity financing as required. These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty. 2. Significant Accounting Policies (a) Principles of Accounting The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-QSB and Item 310(b) of Regulation S-B and include the accounts of the Company and our wholly-owned subsidiary, Aurora Gold Mineracao Ltda ("Aurora Gold Mineracao"). Collectively, they are referred to herein as "the Company". Significant inter-company accounts and transactions have been eliminated. Aurora Gold Mineracao was incorporated on October 27, 2005. These unaudited interim consolidated financial statements do not include all the information and disclosures required by US GAAP for annual financial statements. The accounting policies used in the preparation of the accompanying unaudited interim consolidated financial statements are the same as those described in our audited consolidated financial statements and notes thereto for the year ended December 31, 2005. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results for the periods presented have been reflected in these consolidated financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and the notes thereto for the year ended December 31, 2005. Operating results for the six months ended June 30, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006. The balance sheet at December 31, 2005 has been derived from the audited consolidated financial statements at that date. (b) Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. (c) Cash Equivalents Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. We did not have any cash equivalents at June 30, 2006 and December 31, 2005. 6 2. Significant Accounting Policies (cont'd) (d) Available-for-Sale Securities Our available-for-sale securities consist of shares of common stock of one publicly traded company and are stated at fair value. The cost of these securities is $38,065 at June 30, 2006 and the gross unrealized holding loss of $20,047 is included in accumulated other comprehensive income (loss) at June 30, 2006. Any unrealized holding gains or losses in these securities are included in the determination of accumulated other comprehensive income (loss). If a loss in value in the available-for-sale securities is considered to be other than temporary, it is recognized in the determination of net income. All unrealized holding gains at June 30, 2006 are on securities held less than 12 months. Cost is based on the specific identification method for the individual securities to determine realized gains or losses. (e) Equipment Depreciation is based on the estimated useful lives of the assets and is computed using the straight-line method. Equipment is recorded at cost. Depreciation is provided over the following useful lives:
Computer equipment 2 years Office equipment 5 years Telecommunication equipment 5 years
(f) Mineral Properties and Exploration Expenses Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at June 30, 2006 and December 31, 2005, the Company did not have proven reserves. Costs of initial acquisition of mineral rights and concessions are capitalized until the properties are abandoned or the right expires. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities. Costs related to site restoration programs are accrued over the life of the project. (g) Share-Based Payment We have adopted the fair value method of accounting for stock-based compensation consistent with Statement of Financial Accounting Standards No. 123 (R) (SFAS 123 (R)), Share-based Payment. No expense has been recorded because the Company has made no share based payments to-date. (h) Advertising Expenses We expense advertising costs as incurred. We did not incur any advertising expenses for the three and six months ended June 30, 2006 and 2005. (i) Foreign Currency Translations and Transactions Our reporting currency is the U.S. Dollar. Foreign Subsidiaries utilize the functional currency applicable to the country in which they operate. We translate assets and liabilities of our foreign subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Gains or losses from these translations, if significant, are reported as a separate 7 2. Significant Accounting Policies (cont'd) component of other comprehensive income, until all or a part of the investment in the subsidiary is sold or liquidated. Translation adjustments do not recognize the effect of income tax because we expect to reinvest the amounts indefinitely in operations. (j) Concentration of Credit Risk We place our cash and cash equivalents with high credit quality financial institutions. We occasionally maintain balances in a financial institution exceeding the insured amount. As of June 30, 2006 and December 31, 2005, we had deposits in a bank exceeding insured limits. (k) Long-Lived Assets Impairment Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with the Statement of Financial Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset's carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. We have not recognized any impairment losses through June 30, 2006. (l) Fair Value of Financial Instruments and Risks Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash and accounts payable and accrued expenses approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that we are not exposed to significant interest or credit risks arising from these financial instruments. We operate outside of the United States of America and are exposed to foreign currency risk due to the fluctuation between the currency in which we operate in and the U.S. dollar. (m) Intangible Assets We adopted the Statement of Financial Accounting Standards No. 142 (SFAS 142) Goodwill and Other Intangible Assets which requires that goodwill and intangible assets with indefinite life are not amortized but rather tested at least annually for impairment. Intangible assets with a definite life are required to be amortized over its useful life or its estimated useful life. We do not have any goodwill or intangible assets with indefinite or definite lives. (n) Accounting for Derivative Instruments and Hedging Activities We have adopted the Statement of Financial Accounting Standards No. 133 (SFAS 133) Accounting for Derivative Instruments and Hedging Activities, which requires companies to recognize all derivative contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged 8 2. Significant Accounting Policies (cont'd) forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. Historically, we have not entered into derivative contracts either to hedge existing risks or for speculative purposes. We do not anticipate that the adoption of the statement will have a significant impact on its financial statements. (o) Income Taxes We have adopted the Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes, which requires us to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in our financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carry amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. (p) Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the period. We have adopted the Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings Per Share. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities and is equivalent to basic loss per share for the three and six months ended June 30, 2006 and 2005 because there are no potentially dilutive securities outstanding during those periods. (q) Comprehensive Income We have adopted the Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.
3. Equipment ------------------------------------------------------------------- June 30 December 31 2006 2005 ------------------------------------------------------------------- Computer equipment $ 2,508 $ 2,508 Office equipment 13,583 13,583 Telecommunication equipment 1,875 1,875 ------------------------------------------------------------------- 17,966 17,966 Accumulated depreciation and amortization (17,914) (17,287) ------------------------------------------------------------------- $ 52 $ 679 ===================================================================
4. Common stock During February 2006, the Company issued 8,000,000 shares of common stock for proceeds of $3,900,000. 5. Related Party Transactions Related party transactions not disclosed elsewhere in these consolidated financial statements include: 9 5. Related Party Transactions (cont'd) During the six months ended June 30, 2006, consulting fees to directors of $19,012 (six months ended June 30, 2005 - $30,000) were incurred by the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties. Item 2. Management's Discussion and Analysis or Plan of Operation (A) General This portion of the Quarterly Report provides management's discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in financial condition and results of operations as at and for the six months ended June 30, 2006, in comparison to the corresponding prior-year period. This MD&A has been prepared as of July 21, 2006. This MD&A is intended to supplement and complement the unaudited interim consolidated financial statements and notes thereto, prepared in accordance with US GAAP, for the six months ended June 30, 2006 and 2005 (collectively, the "Financial Statements"), which are included in this Quarterly Report. The reader is encouraged to review the Financial Statements in conjunction with your review of this MD&A. This MD&A should be read in conjunction with both the annual audited consolidated financial statements for the year ended December 31, 2005 and the related annual MD&A included in the December 31, 2005 Form 10-KSB on file with the US Securities and Exchange Commission. Certain notes to the Financial Statements are specifically referred to in this MD&A and such notes are incorporated by reference herein. All dollar amounts in this MD&A are in US dollars, unless otherwise specified. For the purposes of preparing this MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Aurora Gold Corporation's shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if it would significantly alter the total mix of information available to investors. Materiality is evaluated by reference to all relevant circumstances, including potential market sensitivity. This document contains numerous forward-looking statements relating to our business. The United States Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. Operating, exploration and financial data, and other statements in this document are based on information we believe reasonable, but involve significant uncertainties as to future gold and silver prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, changes that could result from our future acquisition of new mining properties or businesses, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), regulatory and permitting matters, and risks inherent in the ownership and operation of, or investment in, mining properties or businesses in foreign countries. Actual results and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise. (B) Significant developments during the six months ended June 30, 2006 and Subsequent Events During 2006 we have been evaluating our property holdings in order to determine whether to implement exploration programs on our existing properties or to acquire interests in new properties. Between December 21, 2005 and May 26, 2006 we signed four Memorandum of Understanding ("MOU") covering the Piranhas, Branca de Neve, Bigode and Santa Lucia properties in the Municipality of Itaituba, Tapajos gold province, State of Para, Brazil. The MOUs provide us with a review period, ranging from two months to six months, to access the mineral potential of the properties. 10 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) Between January 1, 2006 and March 31, 2006 we signed five option agreements covering the Novo Porto, Ouro Mil, Santa Isabel, Sao Domingos and Sao Joao mineral exploration licences located in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil. In March 2006 we decided not to exercise our option to acquire the Novo Porto property. Memorandum of Understandings: ------------------------------- The Piranhas MOU provides us with a 180 day review period to access the gold potential of the property. If we decide to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would give notice to the vendors of our intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. We would then enter into an option agreement with the property vendors for the Assignment and transfer of the mineral rights. The terms of the Piranhas option agreement, as specified in the MOU, allow us 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 Piranhas project mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: June 30, 2006 - USD $30,000; July 21, 2006 - USD $70,000; July 21, 2007 - USD $120,000; July 21, 2008 - USD $180,000; July 21, 2009 - USD $1,600,000 for a total of USD $2,000,000. The vendor will have a 1.5% Net Smelter Royalty. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. The Branca de Neve MOU provides us with a review period to access the gold potential of the property. If we decide to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would give notice to the vendors of our intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. We would then enter into an option agreement with the property vendor for the assignment and transfer of the mineral rights. The terms of the Branca de Neve option agreement, as specified in the MOU, allow us 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 Branca de Neve property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: April 12, 2006 - R$35,000 (Reals - Brazilian currency - Paid); October 12, 2006 - R$35,000; April 12, 2007 - R$35,000; October 12, 2007 - R$35,000; April 12, 2008 - R$35,000; October 12, 2008 - R$500,000 for a total of R$675,000. The vendor will have a 0.75% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment of R$500,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. The Bigode MOU provides us with a 180 day review period to access the gold potential of the property. If we decide to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would give notice to the vendors of our intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. We would then enter into an option agreement with the property vendors for the assignment and transfer of the mineral rights. The terms of the Bigode option agreement, as specified in the MOU, allow us 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 Branco de Neve property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: October 30, 2006 - USD$60,000; October 30, 2007 - USD$80,000; October 30, 2008 - USD$90,000; October 30, 2009 - USD$100,000; October 30, 2010 - USD$1,000,000 for a total of USD $1,330,000. The vendor will have a 0.75% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment of USD$500,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. 11 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) The Santa Lucia MOU provides us with a 90 day review period to access the gold potential of the property. If we decide to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would give notice to the vendors of our intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. We would then enter into an option agreement with the property vendors for the assignment and transfer of the mineral rights. The terms of the Santa Lucia option agreement, as specified in the MOU, allow us 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 Santa Lucia property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: September 1, 2006 - USD $20,000; March 1, 2007 - USD $50,000; March 1, 2008 - USD $60,000; March 1, 2009 - USD $70,000; September 1, 2009 - USD $500,000 for a total of USD $700,000. The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. Option Agreements: ------------------- The Novo Porto option agreement allows us 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 Novo Porto property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: December 25, 2005 - USD $2,500; January 15, 2006 - USD $10,000; May 30, 2006 - USD $37,500; May 30, 2007 - USD $50,000; May 30, 2008 - USD $75,000; May 30, 2009 - USD $1,850,000 for a total of USD $2,025,000. The agreement was not formally executed until 2006 and the initial payment of $2,500 due December 25, 2005 was not paid until 2006. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. In March 2006 we decided not to follow-up our preliminary exploration program on the Novo Porto property and have decided not to exercise our option to acquire the property. The Ouro Mil option agreement allows us 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 Ouro Mil property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: January 20, 2006 - USD $30,000; June 20 2006 - USD $70,000; June 20, 2007 USD $120,000; June 20, 2008 - USD $180,000; December 20, 2008 - USD $1,500,000 for a total of USD $1,900,000. The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000.The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. The Santa Isabel option agreement allows us 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 Santa Isabel property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: January 21, 2006 - USD $25,000; July 21, 2006 - USD $60,000; July 21, 2007 - USD $80,000; July 21, 2008 - USD $100,000; July 21, 2009 - USD $1,500,000 for a total of USD $1,765,000. The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. The Sao Domingos option agreement allows us 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 property mineral rights via structured cash payments. The total option agreement payments 12 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) for the license 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 (Brazilian currency) of the equivalent of USD $500,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. The Sao Joao option agreement allows us 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 Joao property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: April 12, 2006 - USD $20,000; September 12, 2006 - USD $25,000; September 12, 2007 - USD $60,000; September 12, 2008 - USD $80,000; September 12, 2009 - USD $1,250,000 for a total of USD $1,435,000. The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. In February 2006, we closed a private placement of our common shares for net proceeds of $3,900,000. The private placement was done with individuals and companies who reside outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder). (C) Exploration and Development We conduct our exploration and property acquisition activities from our head office which is located at 30 Ledgar Road, Balcatta, Western Australia, 6021 Australia. The telephone number is (+61 8) 9240-2836. The Field office for our exploration activities in Brazil is located at Estrada Do Bis, 476, Bairro, Bom Jardim, Itaituba, in the Tapajos gold province of the State of Para, Brazil. We are currently concentrating our exploration activities in Brazil and Canada. We are also examining data relating to the potential acquisition of other exploration properties in Mexico and South America. We currently have an interest in eight projects located in Tapajos gold province in Para State, Brazil and one property located in British Columbia, Canada. We have conducted only preliminary exploration activities to date and may discontinue such activities and dispose of the properties if further exploration work is not warranted. Our strategy is to concentrate our investigations into: (i) Existing operations where an infrastructure already exists; (ii) Properties presently being developed and/or in advanced stages of exploration which have potential for additional discoveries; and (iii) Grass-roots exploration opportunities. Our eight properties in the Tapajos gold province in Para State, Brazil consist of, Ouro Mil, Santa Isabel, Sao Domingos, Sao Joao, Piranhas, Branca de Neve, Bigode and Santa Lucia. With a total of approximately 54,613 hectares, we are the largest property holder in the region. For the six months ended June 30, 2006 we recorded exploration expenses of $1,575,561 (2005 - $2,036). The following is a breakdown of the exploration expenses by property: Brazil $1,573,316 (2005 - $0) and Canada, Kumealon property $2,245 (2005 - $2,036). We have commenced reconnaissance exploration programs on each of the properties. The Nova Porto, Ouro Mil, Santa Isabel, Sao Joao and Sao Domingo's properties are located in the southern part of the rich and largely unexplored Tapajos gold province. 13 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) We have conducted preliminary investigations of the Sao Joao property area, which has confirmed the existence of mineralised quartz veins and stockwork systems within these Intrusive Granite Suites and will continue to evaluate the property. A soil sampling program was completed over the Nova Porto property area. The grid was laid out on a line spacing of 200m for the east west lines with sampling at 50 meters intervals along these lines. Concurrently geological mapping was conducted on and around the zones associated with the southern extension of the fault. In March 2006 we decided not to follow-up our preliminary exploration program on the Novo Porto property and have decided not to exercise our option to acquire the property. A literature review was carried out on the Santa Isabel property resulting in a compilation of previous soil sampling and mapping. Limited rock chip sampling confirmed the existence of mineralisation. A limited rock chip and laterite program was carried out over the Ouro Mil site to confirm the potential for economic mineralisation. The Ouro Mil site was also inspected for the potential of a future logistical centre. Initially exploration on the Sao Domingos property will entail mapping the outcrop geology and soils from shafts of previous workers in order to confirm lithologies and structural trends noted on government maps. Currently, four anomalous areas on the Sao Domingos property have been identified, Atacadao, Esmeril, Fofoca and Cachoeira from rock chip sampling, as warranting further investigation. We will conduct a soil sampling program, and further rock chip sampling over the anomalous areas in order to set and orientate the soil grids. This work was initiated during the second quarter of 2006. In late May, 2006 we continued the exploration of the Sao Domingos property with the initiation of a projected 5,000 metre diamond-drilling program. The drill program is targeting the known mineralised E-W trending dominant quartz veins that were exposed by artisanal miners utilizing water canon, pump and sluice mining methods at the Atacadao gold occurrence. This area was the focus of both alluvial and relatively shallow underground hard rock (oxidized) mining. The lithology is porphyritic Pararui granite containing stockwork quartz veins. Limited historical underground production was carried out via approximately 50 shallow shafts sunk in the oxidized material peripheral to the dominant quartz veins. No dewatering was utilized and generally mining ceased, as water became a problem. On June 18, 2006 we completed our first drill hole on the Sao Domingos property down to a depth of 124.5 metres and encountered several zones of alteration containing mineralisation, and zones of stockwork. Assay results from the drilling are tabulated below. 6m @ 1.31 g/t Gold from 29m 2m @ 1.09 g/t Gold from 57m 8m @ 1.19 g/t Gold from 73m The gold mineralisation in the first hole confirms the potential for the Attacadau occurrence and we are now in a position to continue testing the anomaly further along strike. Reassessment of the anomaly shows it to strengthen to the North West and we have prepared the area for drill testing. The drilling will now target an extension of the mineralisation from the first hole along strike. Based on the soil sampling results it appears the mineralised halo increases in grade and width as it is traced NE from the current intersections. Gold mineralization has been intersected in several zones through the first drill hole and has now given us a much better understanding of the subsurface geometry of the mineralised portion of this structure. We feel this is the weakest part of the mineralised structure based on the geochem results and anticipate it to strengthen to the NW. We will now look to extend the drilling campaign and target this structure along strike. A second drill hole is currently being drilled and is targeting extensions of the expected mineralisation from the first drill hole. 14 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) Results of soil geochemistry at the Santa Isabel Property show a very high-grade 400m anomaly grading +2g/t in soils with other assays at +1 g/t in soils over a strike length of several hundred meters. We intend to initiate drilling on the Santa Isabel property to test the depth and strike potential of the anomaly. Limited rock chip sampling was carried out over several outcrops and previous workings on the Branco de Neve property. A visual inspection of the rock chips confirms the lithologies correlated to other known mineralised lithologies common to gold producing areas near to the Branco de Neve property. Our properties are in the exploration stage only and are without a known body of Mineral Reserves. Our primary objective is to explore for gold, silver, base metals and industrial minerals and, if warranted, to develop those existing mineral properties. Our secondary objective is to locate, evaluate, and acquire other mineral properties, and to finance their exploration and development through equity financing, by way of joint venture or option agreements or through a combination of both. Development of the properties will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that our mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of our operations will be, in part, directly related to the cost and success of its exploration programs, which may be affected by a number of factors. (D) Results of Operations Six Months Ended June 30, 2006 versus Six Months Ended June 30, 2005 For the six months ended June 30, 2006 we recorded a net loss of $ 1,869,399 (2005 net income - $6,473) or $0.04 per share (2005 - $0.00). General and administrative expenses - For the six months ended June 30, 2006 we recorded expenses of $293,838 (2005 - $46,812). This amount includes, professional fees - accounting $25,031 (2005 - $383) and legal $68,352 (2005 - $734). Exploration expenditures - For the six months ended June 30, 2006 we recorded exploration expenses of $1,575,561 (2005 - $2,036). The following is a breakdown of the exploration expenses by property: Brazil $1,573,316 (2005 - $0) and Canada, Kumealon property $2,245 (2005 - $2,036). Depreciation expense - For the six months ended June 30, 2006 we recorded depreciation expense of $627 (2005 - $2,173). (E) Capital Resources and Liquidity June 30, 2006 versus June 30, 2005: At June 30, 2006, we had cash of $2,195,289 (2005 - $127) and working capital of $2,180,847 (2005 working capital deficiency - $19,175) respectively. Total liabilities as of June 30, 2006 were $32,460 (2005 - $40,920) a decrease of $8,460. In February 2006, we closed a private placement of 8,000,000 of our common shares at $0.50 per common share for net proceeds of $3,900,000. For the six months ended June 30, 2006 we recorded a net loss of $1,869,399 ($0.04 per share), compared to net income of $6,473 ($0.00 per share) for the same period in 2005. Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As discussed in note 1 to the financial statements, we have incurred recurring operating losses and require additional funds to meet our 15 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) obligations and maintain our operations. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing. Our exploration properties have not commenced commercial production and we have no history of earnings or cash flow from its operations. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its property, there is no assurance that any such activity will generate funds that will be available for operations. (F) Plans for the Year 2006 and 2007 During the next 12 months we intend to raise additional funds through equity offerings and/or debt borrowing to meet its administrative/general operating expenses and to conduct work on its exploration property. There is, of course, no assurance that it will be able to do so. We will concentrate our exploration activities on the Brazilian Tapajos properties and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in Brazil, Canada and other South American countries. Additional employees will be hired on a consulting basis as required by the exploration properties. Our exploration work program in 2006 and 2007 on the Brazilian Tapajos properties will entail surface mapping of geology, sampling of soils on a grid basis to delineate geochemical anomalies, stream sediment sampling, geophysical surveying and drilling. We have set up a field operations center at the Sao Domingos property and intend to initially focus our exploration activities on anomalies associated with the Sao Domingos Property. We selected the Sao Domingo property based on its proximity to our other properties, and the logistics currently in place. Access to Sao Domingo is by light aircraft to a well-maintained strip, by road along the government maintained Trans Garimpeiro highway, and by boat along the multitude of waterways in the Amazon Basin. We will conduct exploration programs on our properties adjacent to the Sao Domingos property using the road and river access to the properties from the Sao Domingos field operations centre. Initially exploration on the Sao Domingos property will entail mapping the outcrop geology and soils from shafts of previous workers in order to confirm lithologies and structural trends noted on government maps. Currently, four anomalous areas on the Sao Domingos property have been identified, Atacadao, Esmeril, Fofoca and Cachoeira from rock chip sampling, as warranting further investigation. We will conduct a soil sampling program, and further rock chip sampling over the anomalous areas in order to set and orientate the soil grids. This work will be initiated during the second quarter of 2006 when weather conditions will be more conducive. Concurrently, we intend to initiate drilling on the Santa Isabel property in response to the high grade rock chip results collected from previous workings on outcropping mineralized quartz veins. Drill hole locations are currently being assessed and negotiations with drilling contractors are nearing completion. We will also continue to evaluate the Ouro Mil, Sao Joao, Piranhas, Branca de Neve, Bigode and Santa Lucia properties through ongoing geochem programs and by mapping and sampling the quartz veins and structures in order to set up and orientate the soil grids. The data assembled from this work will be used to determine whether: (i) further exploration and diamond core drilling is warranted and if so the sites for initial holes; or (ii) whether certain claim blocks should be surrendered. We are not planning to do any exploration work on the British Columbia Kumealon limestone property in 2006 and 2007. 16 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) (G) Application of Critical Accounting Policies The preparation of our financial statements requires us to use estimates and assumptions that affect the reported amounts of assets and liabilities as well as revenues and expenses. Our accounting policies are described in note 2 to our consolidated financial statements. Our accounting policies relating to depreciation and amortization of property, plant and equipment are critical accounting policies that are subject to estimates and assumptions regarding future activities. Our policy regarding exploration costs is that exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, we will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at June 30, 2006 and December 31, 2005, we did not have proven reserves. Costs of initial acquisition of mineral rights and concessions are capitalized until the properties are abandoned or the right expires. Exploration activities conducted jointly with others are reflected at our proportionate interest in such activities Generally accepted accounting principles require us to consider at the end of each accounting period whether or not there has been an impairment of the capitalized property, plant and equipment. This assessment is based on whether factors that may indicate the need for a write-down are present. If we determine there has been impairment, then we would be required to write-down the recorded value of our property, plant and equipment costs which would reduce our earnings and net assets. (H) Off-balance Sheet Arrangements and Contractual Obligations We do not have any off-balance sheet arrangements or contractual obligations that are likely to have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in our financial statements. (I) Market Risk Disclosures We have not entered into derivative contracts either to hedge existing risks or for speculative purposes. Item 3. Controls and Procedures Our principal executive and principal financial officers have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report (evaluation date) and have concluded that the disclosure controls and procedures are adequate and effective based upon their evaluation as of the evaluation date. There were no significant changes in our controls or in other factors that could significantly affect these internal controls subsequent to the date of the most recent evaluation. PART 11. OTHER INFORMATION Item 1. Legal Proceedings We are not party to any litigation, and have no knowledge of any pending or threatened litigation against us. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In February 2006, we closed a private placement of 8,000,000 of our common shares at $0.50 per common share for net proceeds of $3,900,000. The funds will be used for working capital. 17 Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Security Holders The Company held its Annual General Meeting on June 29, 2006. At the meeting one shareholder holding 653,817 shares was present in person and 18,810,524 shares were represented by proxy. At the meeting unanimous approval by a show of hands was given in respect to: 1. The election of Antonino Cacace, Klaus Eckhof and Cameron Richardson as the directors of the Company, 2. The appointment of Peterson Sullivan PLLC, as independent accountants for the Company Item 5. Other Information None. Item 6. Exhibits
3.1.1 Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4 1998 (SEC File No. 000-24393 98720970). * 3.1.2 Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). * 3.1.3 Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). * 3.2.1 By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). * 3.2.2 Amended and Restated By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). * 10.1.1 Consulting Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.1.2 Confidentiality Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.2.1 Assignment of Novo Porto and Santa Clara Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.2.2 Novo Porto Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.2.3. Declaration of Translator for translation of Porto Novo Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.2.4 Novo Porto Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.2.5 Declaration of Translator for translation of Novo Porto Option Agreement from Portuguese to English Corporation incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393- 06715925). * 10.2.6 Santa Clara Memorandum of Understanding incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.2.7 Declaration of Translator for translation of Santa Clara Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.3.1 Assignment of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 18 10.3.2 Ouro Mil Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.3.3 Declaration of Translator for translation of Ouro Mil Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.3.4 Ouro Mil Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.3.5 Declaration of Translator for translation of Ouro Mil Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.4.1 Assignment of Sao Domingo Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.4.2 Sao Domingo Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.4.3 Declaration of Translator for translation of Sao Domingo Memorandum of Understanding from Portuguese to English incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.4.4 Sao Domingos Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.4.5 Declaration of Translator for translation of Sao Domingos Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). 10.5.1 Santa Isabel Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.5.2 Declaration of Translator for translation of Santa Isabel Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.6.1 Sao Joao Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.6.2 Declaration of Translator for translation of Sao Joao Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.7.1 Piranhas Memorandum of Understanding incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.7.2 Declaration of Translator for translation of Piranhas Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.8.1 Branca de Neve Memorandum of Understanding. 10.8.2 Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to English. 10.9.1 Bigode Memorandum of Understanding. 10.9.2 Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English. 10.10.1 Santa Lucia Memorandum of Understanding. 10.10.2 Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to English. 16.1 Letter on change in certifying accountant incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-637373). * 16.2 Letter on change in certifying accountant incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06588079). * 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Corporate Governance Principles incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-04689262). *
* Previously filed 19 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Aurora Gold Corporation ------------------------- Registrant Date: July 24, 2006 BY: /s/ Klaus Eckhof --------------- ------------------ Klaus Eckhof Director Date: July 24, 2006 BY: /s/ Cameron Richardson --------------- ------------------------ Cameron Richardson Director In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: July 24, 2006 BY: /s/ Klaus Eckhof --------------- ------------------ Klaus Eckhof President, Chief Executive Officer and Director Date: July 24, 2006 BY: /s/ Cameron Richardson --------------- ------------------------ Cameron Richardson Chief Financial Officer and Director 20 EX-10.8.1 2 ex10_81.txt EXHIBIT 10.8.1 EXHIBIT 10.8.1 MEMORANDUM OF UNDERSTANDING FOR ACCESS AND USE OF THE "BRANCA DE NEVE" AREA AND OTHER AGREEMENTS By this private instrument signed between the parties, on the one side: (A) CLAUDINEI ANTUNES DE LIMA, Brazilian, married, aeronaut, bearing the Identity Card no. 1142360/9/SSP-MT and enrolled in the Individual Taxpayer's Register under no. 063.721.762-91, with address at Avenida Getulio Vargas, 77, Centro, Itaituba, Para, and his spouse JOSEANE SOUSA ARAUJO, Brazilian, married, bearing the Identity Card no.______________ and enrolled in the Individual Taxpayer's Register under no. ____________________, with the same address as above, hereinafter referred to as "NEI", and on the other side, (B) AURORA GOLD MINERACAO LTDA, a company registered with CNPJ under no. 07.763.340/0001-50, with its Office at Av. das Americas, 700, Bloco 8, Lja 215 A, parte, Barra da Tijuca, CEP 22640-100, Rio de Janeiro, RJ, in this act represented by Luis Mauricio Ferraiuoli Azevedo, Brazilian, born in Campos, RJ, single, lawyer, registered in the Brazilian Bar Association under no. 80.412/RJ and at CPF/MF under no. 753.468.697-00, with office at Av. Americas 700, Bloco 8, Lja 215 A, parte, Barra da Tijuca, CEP 22640-100, in the City of Rio de Janeiro, State of Rio de Janeiro, hereinafter referred to as "AURORA"; when jointly hereinafter referred to as the Parties, have agreed that: WHEREAS: A - AURORA is the holder of mineral rights represented by the Process from the National Department of Mineral Production (DNPM) NO. 850.118/06, hereinafter referred to as "Mineral Rights", which covers an area which includes the location known as "BRANCA DE NEVE", as shown in Annex "A"'; B - AURORA signed an agreement to transform in research permits and then to acquire the Garimpo Piranhas, which is made up of Requests for Mining Permit, processeses DNPM no. 855.892/96 to 856.289/96, with the title belonging to MARIA TEREZA BARBOSA DA SILVA, Brazilian, divorced, businesswoman, bearing the Identity Card No. RG 3717073/SSPA, and duly enrolled in the Individual Taxpayer's Register under no. 110.808.762-00, with address at Av. Primeiro de Maio, n degrees 764, Bairro Hidraulica, Rio Grande, state of Rio Grande do Sul, CEP 96202-000, and DNPM no. 853.597/93 to 853.638/93, for herself and as executrix of the estate of SEBASTIAO BALBINO DE SOUZA, which covers also an area which includes the location known as "BRANCA DE NEVE", as shown in Annex "A" hereinafter referred to as "Additional Mineral Rights"; C - NEI is the miner occupier and occupant of the property named Fazenda __________________ in the city of __________________, State of ____________, according to the map attached, Annex "B", with same being entirely free and unencumbered, as well as free of any judicial or extrajudicial issues and/or administrative, invasion and conflict matters and other events, which property covers the areas of the Mining Rights and Additional Mining Rights, exploring in that location the mine named Branca de Neve, hereinafter referred to as "PROPERTY"; D - AURORA is interested in carrying out researches and in future mining the areas of the Mineral Rights and the Additional Mineral Rights, and in order to guarantee the access to such areas, intends to sign a formal agreement for access and eventually occupation and exploration with NEI of the mineral resources existing therein in the PROPERTY with the condition of exclusivity; The Parties agree irrevocably, for themselves and their heirs and successors, the following: 1 1. MINERAL RIGHTS AND ADDITIONAL MINERAL RIGHTS 1.1. NEI hereby grants to AURORA irrevocable rights to represent them before the DNPM, exclusively with regards to the PROPERTY and with regards to the processes relating to the Mineral Rights and Additional Mineral Rights, under the terms of the attached Power of Attorney (Annex "C"). 1.2. NEI undertakes to assist AURORA in everything that is necessary to clear any possible outstanding issues or irregularities which may exist regarding the PROPERTY and the Mineral Rights and Additional Mineral Rights. 1.3. NEI undertakes not to interfere or take any steps with regard to the Mineral Rights and Additional Mineral Rights, unless specifically and formally requested by AURORA, as indicated in sub-clause 1.4. 1.4. NEI undertakes to transfer without onus to AURORA all mineral rights which at any time are or come to be held by him, or by any company and/or cooperative in which he has a share, where its area superimposes, in whole or in part, the PROPERTY and the Mineral Rights and Additional Mineral Rights, or located in the area of interest, thus understood as being any area located within a radius of 10 km (ten kilometers) from the external perimeter of the area referred to in the object description which is an integral part of the Mineral Rights and Additional Mineral Rights. 2. ACCESS AND USE OF THE AREAS OF THE MINERAL RIGHTS AND ADDITIONAL MINERAL RIGHTS 2.1 NEI undertakes and is obliged to allow AURORA access to the PROPERTY referred to in the Mineral Rights and Additional Mineral Rights, as well as to assist AURORA to sign agreements which allow such access with possible occupants, occupiers and/or surface occupants of such areas. 2.2 AURORA, by virtue of this agreement regarding the PROPERTY, undertakes to pay NEI, provided it holds free and unrestricted access to the Mineral Rights and Additional Mineral Rights which he declares as of his property with no pending issues, the following amounts: (i) During 36 (thirty-six) months AURORA shall pay NEI the half-yearly sum of R$35,000.00 (fifteen thousand reals) while AURORA's mining activities take place in the PROPERTY which he declared as his property and possession; (ii) At the end of the 36 (thirty-six) months period, if AURORA decides to maintain the mineral activities in NEI's PROPERTY, it shall pay him the final and total amount of R$500,000.00 (five hundred thousand reals) in order to carry out in an indefinite manner and without limitations the mineral activities in the PROPERTY; and if AURORA so opts, NEI shall transfer, assign or alienate a total of up to 2000ha of the PROPERTY either by way of alienation of the title to the property or the right to possession, which he holds over the area together with the improvements eventually existing therein, without any additional onus, in order that AURORA may then install its eventual facility and other utilities necessary for its operations, which area shall be returned to him at the end of the mining activities in the state as it will be found, with which hereby he accepts and agrees; and 2 (iii) In case AURORA carries out mining work in NEI's area, it shall pay him a royalty equivalent to 0.75% (zero point seventy-five per cent) of the gross sales of the mineral product extracted from the areas of the Mineral Rights and Additional Mineral Rights, deducting the costs related with transport, insurance, processing, refining, sale, taxes and the Financial Compensation for the Exploration of Mineral Resources (Cfem), and the royalty, when due, shall be paid quarterly to the current account indicated by NEI by the 15th (fifteenth) day of the month subsequent to the quarter in which such royalty is assessed. (iv) The above-mentioned amounts include all and any payment which the occupant may have a right to by virtue of the mineral activities carried out by AURORA in the area, such as rent for the occupation of the area, indemnity for damages caused and/or share in the mining results, to which the occupant renounce irrevocably; (v) AURORA shall assume responsibility for the damages caused in the area exclusively as a result of its activities, and it is hereby understood that the amounts mentioned in sub-items (i) to (iii) above already include any and all indemnity owed to NEI for such damages, as well as rent for the occupation of the area and participation in the results of the mining, if any, according to articles 11, line "b", and 27, of the Mining Act. (vi) AURORA shall be free from the obligation for the payment of the amounts indicated above in items (i) to (iii) if it is deprived from exercising its activities or blocked by thirty parties who are occupying the area and/or exercising mining activities, or AURORA may also negotiate directly such access to the areas which it is blocked from, including signing agreements which allow such access with possible occupants and/or occupiers of such areas, deducting any payment made from the amounts indicated in above items (i) to (iii). 2.3 NEI undertakes to make available to AURORA, in case it so wishes and at the market value for rent, purchase or hire, as soon as it is so requested by AURORA, the equipment existing in the area, the housing facilities and deposit, and the local labour. 2.3.1 In case AURORA hires local labour to carry out any task, AURORA shall have the option, at its sole and exclusive discretion, of paying for the services rendered directly to the parties hired. 2.4 Once the condition covered by sub-clause 2.2 (ii) is met, NEI shall no longer be able to carry out mining activities in the PROPERTY even if they do not interfere with or affect AURORA's activities, and as from the signature of this agreement and at the discretion of AURORA, its mineral research activities shall always have preference and shall prevail over NEI's activities: 2.4.1 To carry out activities in the PROPERTY, as mentioned above, NEI shall put in order his activities immediately and in accordance with the applicable legislation, including anything relating to outstanding environmental issues, and obtain environmental licenses and comply with requirements, present to the DNPM quantitative information regarding production and sale relating to the previous year, and pay the Financial Compensation for the Exploration of Mineral Resources (Cfem), among others. 2.4.2 Mining activities in the PROPERTY shall cease once the amount referred to item 2.2 (ii) is fully paid up. 2.4.3 NEI shall carry out his activities in the PROPERTY in strict compliance with all 3 the legal norms, including those of an environmental nature, and shall be held responsible solely and exclusively for any environmental damage that his activities caused or may cause, and hereby exempts AURORA from any responsibility for such damages. 2.4.4 At any time and at its sole and exclusive discretion, AURORA may carry out inspections of NEI's activities, independently of prior notice, for the purpose of ascertaining that he is complying with his obligations. In case AURORA identifies any non-compliance or irregularities, including of an environmental nature, effectively occurred or may potentially occur, it may demand from NEI that he adopts measures to mend such damages, giving a deadline for such measures, or decide on the immediate suspension of such activities. 2.4.5 Any expense that AURORA may incur relating to the steps mentioned in this agreement, which should have been taken or were not taken by NEI, shall be deducted from the payments mentioned in sub-clause 2.2. 2.4.6 AURORA may also, at its discretion and as it deems fit, request NEI to immediately suspend his activities in the PROPERTY, and NEI hereby undertakes to comply with AURORA's determinations. 2.5 As long as he is in the area, NEI undertakes to maintain the PROPERTY under his possession, not transferring it to third parties, in good state of maintenance, and to block the entry of invaders, land occupiers, miners or other occupants who are not already present therein on this date. Furthermore, NEI is not allowed to permit thirty parties from carrying out mining activities in the area and/or from using the facilities and equipment existing in that area, without prior and express agreement from AURORA. 3. PURCHASE OF SHARE IN THE MINE 3.1. NEI hereby grants AURORA irrevocably the exclusive option of acquiring at any time his right to receive the equivalent to 0.75% (zero point seventy-five percent) of royalty from the gold of the mineral reserves that can be economically mined as mentioned in sub-clause 2.2 (iii) above, for the amount in national currency equivalent to $ 500,000.00 (five hundred thousand reals). 3.2 AURORA may exercise its option referred to in above sub-clause 3.1 independently of any notification, at any time by just depositing or transferring the respective sum to the bank account indicated by NEI. 3.3 The right to the purchase referred to in above item 3.1 is conferred in an irrevocable manner, on the joint production of all the mines which may exist in the area of the Additional Mineral Rights, as mentioned in sub-clause 3.1. 3.4 AURORA may compensate and deduct from any of the payments provided for in this Clause Three the amounts which it may spend by virtue of debts and pledges which may be collected from AURORA by a third party due to obligations undertaken by NEI. 3.5 NEI hereby indicates that all payments that are due him by force of this Agreement shall be made by bank transfer to the account of JOSEANE SOUSA ARAUJO, account no. 0020431-5, Branch 759-5, Banco Bradesco, for which he shall grant AURORA total acquittance. 3.5.1 Any change of bank, branch, its address, or current account number, shall be 4 promptly notified by NEI to AURORA, and no responsibility shall be attributed to AURORA for mismatched payment or delay of payment due to lack of such communication. 3.5.2 If AURORA, when wanting to exercise the right of option provided herein, is blocked from affecting the deposit or bank transfer due to the fact that the current account indicated above by NEI no longer exists, the option in question shall be considered as adequately exercised. 3.6 In case AURORA does effect payment of the amounts mentioned in sub-clause 2.2 items (i), (ii) and (iii) within the deadlines mentioned in this Agreement, NEI shall notify AURORA so that it arranges payment within 30 (thirty) days from the receipt of the notification. 3.6.1 In case AURORA does not effect the pending payment within 30 (thirty) days, under the terms of this sub-clause 3.6, NEI may consider this agreement as rescinded. 4. DECLARATIONS AND GUARANTEES OF THE ASSIGNOR 4.1 NEI declares and guarantees that: 4.1.1 He is the sole and legitimate title holder of the PROPERTY involving the Mineral Rights and the Additional Mineral Rights and on both he has powers to assign the respective rights and comply with their respective obligations under the terms of this instrument. 4.1.2 The PROPERTY involving the Mineral Rights and the Additional Mineral Rights was legally acquired and has been maintained valid and in regular situation, in accordance with the dispositions provided in the applicable legislation, and is free and clear of any and all onus or judicial or extrajudicial encumbrances, claims or impugnation of any nature by thirty parties, including any public authority. 4.1.3 The PROPERTY involving the Mineral Rights and the Additional Mineral Rights is valid and whole in its dimensions and is free and clear of any taxes and duties, including the farm reform tax, and there is no pending irregularity or infraction charge against it. 4.1.4 He assumes all and any responsibility on the PEOPERTY, involving the Mineral Rights and the Additional Mineral Rights resulting from acts or facts which they caused or are related to them, including but not limited to environmental, labour and third party liabilities, including those relating to future demands. NEI further undertakes to reimburse AURORA in case this is required to incur expenses or charges as a result of such liabilities, in which cases AURORA shall be allowed to compensate such expenses and charges and deduct them from future payments which may be due to NEI under the terms of this Agreement. 4.1.5 There are no agreements or instruments signed by NEI which may negatively affect in any way the Mineral Rights and the Additional Mineral Rights. 4.1.6 He renounces expressly any payment, rent, indemnity, share in the results of the mine or rights to royalty other than those provided for herein, resulting from law or agreements, relating to assessment, research, development, mining, processing, services, rights of access or passage, or those which may be developed in the area of the Mineral Rights and the Additional Mineral Rights. 5 4.1.7 He shall abstain from questioning, administratively or judicially, in any form and in any instance, the validity and regularity of the Mineral Rights, the Additional Mineral Rights belonging to AURORA or any of their previous title holders. 5. DECLARATIONS AND GUARANTEES OF THE PARTIES 5.1 The Parties declare and guarantee that: 5.1.1 This Agreement is signed in an irrevocable manner, for all legal purposes, and the terms therein are applied also to the heirs and successors of the parties. 5.1.2 The content of this Agreement as well as all information and data related to its execution are strictly confidential and considered property of AURORA, therefore NEI shall not publish, divulge or make any public declaration or to third parties anything relating to this contract or to the activities contemplated therein, without the prior agreement from AURORA, including the case where the information requested is by virtue of the law or by a competent authority. 5.1.3 This Agreement represents the whole and complete understanding between the Parties, and supersedes any and all adjustment, agreement or contract prior to he current one. 5.1.4 This Agreement as well as its Annexes, has the force of an extrajudicial executive title, subject to specific execution, under the terms of article 639 of the Civil Procedure Code. 5.1.5 Whenever necessary, the Parties shall take steps, supply information and additional documentation, as well as formalize the instruments required or convenient for the implementation and execution of the purposes and conditions established in this Agreement. 6. NOTIFICATIONS 6.1 All notifications related to this Agreement or documents which should be transmitted between the Parties shall be made in writing and shall be considered effectively delivered: (i) on the receipt date, by means of a receipt from the Party to be notified, with the addresses to be used being those indicated in the introduction of this Agreement; or (ii) on the next business day after the fax transmission date to the Party to be notified, with the fax transmissions to be made to the following numbers: (a) for AURORA: (21) 21328106; and (b) for NEI: (93) 3518 6505 7. ASSIGNMENT 7.1 NEI may not assign or transfer to thirty parties any of his rights or obligations deriving from this Agreement, specially the payments which he is entitled to under the above terms. 7.2 AURORA may at its sole and exclusive discretion and independently from authorization, assign and transfer to thirty parties its rights and obligations deriving from this Agreement provided there is a subrogation to the third assignee of such rights and obligations. 8. ANTECIPATED RESCISSION OF THE AGREEMENT 8.1 AURORA shall have the right, by means of a notice addressed to NEI, to denounce this agreement and consider it terminated wholly or partly, if at its exclusive discretion the results of the geological assessment, even if partial, indicate the non-existence or insufficiency of gold reserves that may be mined on an industrial scale. In this case, the agreement shall be deemed 6 immediately as rescinded, and the parties are freed from the undertakings yet to be due, which they reciprocally undertook under the terms of this instrument, without any of the parties being entitled to any indemnity or compensation of any nature by virtue of the rescission thus taking place. 8.2 Still in this case, AURORA: a) Shall not be entitled to the reimbursement of any amount previously paid to NEI or spent in costing the research works; b) Is exempted from effecting any payment yet due, c) Shall withdraw from the locations, returning same in the state there are to NEI; 9. ARBITRATION 9.1 The Parties elect the main court of the capital of Rio de Janeiro to solve any controversy between them resulting from this Agreement, to the exclusion of any other court. IN WITNESS WHEREOF, the parties execute this instrument in 3 (three) counterparts of identical tenor and form, in the presence of the witnesses below. Rio de Janeiro, April 11, 2006 CLAUDINEI ANTUNES DE LIMA JOSEANE SOUSA ARAUJO AURORA GOLD MINERACAO LTDA Witnesses: 1.__________________________ Name: ID Card No.: CPF no.: 2.__________________________ Name: ID Card No.: CPF no.: 7 POWER OF ATTORNEY With this Power of Attorney, CLAUDINEI ANTUNES DE LIMA, Brazilian, married, aeronaut, bearing the Identity Card no. 1142360/9/SSP-MT and enrolled in the Individual Taxpayer's Register under no. 063.721.762-91, with address at Avenida Getulio Vargas 77, Centro, Itaituba, Par , and his spouse JOSEANE SOUSA ARAUJO, Brazilian, married, bearing the Identity Card no._________ and enrolled in the Individual Taxpayer's Register under no. _________, with the same address as above, hereinafter referred to as the PRINCIPALS, appoint with ample and general powers LUIS MAURICIO FERRAIUOLI DE AZEVEDO, Brazilian, single, lawyer, registered at the Brazilian Bar Association (RJ) under no. 80412 and enrolled in the Individual Taxpayer's Register under no. 753.468.697-00 and IANE P. ROCHA, Brazilian, single, lawyer, registered at the Brazilian Bar Association under no. 126.000, with address at AV. AMERICAS 700, BLOCO 8 , LJA 215(a) , BARRA DA TIJUCA, RJ: Regarding the property name Fazenda _________________________________ in the city of _______________, State of ____________, who may jointly or severally and with regard to the mineral rights under DNPM (National Department of Mineral Production) no. 850.118/06, 855.892/96 to 856.289/96, and 853.597/93 to 853.638/93 approve mineral researches, sign agreements for access, indemnity and rent, conferring, transferring and assigning, wholly or partly, those rights and therefore signing an "AGREEMENT FOR ACCESS, INDEMNITY AND RENT", signing same in the name of the PRINCIPALS; all of which for the purpose of putting in order the above-mentioned mineral rights, maintaining them always in good conditions, and also act before the DNPM, the Ministry of Mines and Energy, the Brazilian Institute of Environmental and Renewable Natural Resources (Ibama), SECTAM and other agencies of the Federal, State and Municipal Public Administration, and the Courts in general, look up files and processes, apply for and withdraw certificates, surrender or renounce, apply for filing, appeal and also appoint attorney to whom may be conferred powers of the "ad judicia" clause and sub-establish this instrument, with or without reserve of powers, wholly or partly, with this power of attorney given in an irrevocable manner, and all for the good compliance and performance for which it is being drawn up. Rio de Janeiro, April 11, 2006 CLAUDINEI ANTUNES DE LIMA JOSEANE SOUSA ARAUJO AURORA GOLD MINERACAO LTDA. 8 EX-10.8.2 3 ex10_82.txt EXHIBIT 10.8.2 EXHIBIT 10.8.2 April 17, 2006 To: Aurora Gold Corporation 3540 West 41st Avenue, Suite 204 Vancouver, BC V6N 3E6 Tel. 604-687-4432 Fax 604-687-4709 Attention: Cameron Richardson Email: c.richardson@telus.net ---------------------- From: Tomas Almeida, Certified Translator Re: Translation of Memorandum of Understanding regarding Branca de Neve Project Translator's Declaration I, Tomas Almeida, Certified Portuguese to English Translator, Member in good standing of the Society of Translators and Interpreters of British Columbia (STIBC), which is a member association of the Canadian Translators and Interpreters Council (CTIC), hereby attest that, to the best of my knowledge and belief, the above-mentioned document is a true, correct and complete translation of the Portuguese document presented to me. Tomas Almeida Tomas Almeida 19780 Honeydew Drive Pitt Meadows, BC V3Y 2S6 Tel. 604-465-6128 Fax 604-465-6129 Cell.604-202-0031 Email: talmeida@telus.net ------------------ EX-10.9.1 4 ex10_91.txt EXHIBIT 10.9.1 EXHIBIT 10.9.1 MEMORANDUM OF UNDERSTANDING By this present Agreement entered into by, on the one side, AURORA GOLD MINERACAO LTDA, a company with its Office at Av. das Americas, n degrees 700, bloco 8, lj. 215-A, parte, CEP: 22640-100, Barra da Tijuca, Rio de Janeiro, RJ, in this act represented by its attorney LUIS MAURICIO FERRAIUOLI DE AZEVEDO, Brazilian, single, lawyer, registered at the Brazilian Bar Association (RJ) under no. 80412 and registered at CPF/MF under no. 753.468.697-00, hereinafter referred to as AURORA; and on the other: ADONILDO GONCALVES LIMA, Brazilian, single, bearer of ID card 27238/SSP/PA, registered at CPF under no. 029.504.302-44, with address at Av. Mal. Rondon, n degrees 17, in Itaituba, PA, hereinafter referred to as 1ST LICENSEE; and MARY COSTA GOUVEIA, Brazilian, single, self-employed, bearer of ID card no. 2253786 (2nd original) SSP/PA, registered at CPF under o n degrees 394.447.242-04, with address at Av. Magalhaes Barata, n degrees 1089, Barbacena, PA, in this act represented by ADONILDO GONCALVES LIMA, already qualified above, hereinafter referred to as 2ND LICENSEE, and jointly hereinafter referred to as LICENSEES, and with all parties hereby named, when jointly, hereinafter referred to as CONTRACTING PARTIES. OBJECT: Hereinafter referred to as Garimpo do Bigode, made up of Applications for Mining Permissions according to the list below: BLOCK 1 Applications for Mining Permissions held by ADONILDO GONCALVES LIMA, DNPM no. 751.228/97, 751.229/97, 751.230/97, 751.231/97, 751.232/97, 751.233/97, 751.234/97, 751.235/97, 751.236/97, 751.237/97. BLOCK II Applications for Mining Permissions held by MARY COSTA GOUVEIA, DNPM n degrees 755.311/97, 755.312/97, 755.313/97, 755.314/97, 755.315/97, 755.316/97, 755.317/97, 755.318/97, 755.319/97, 755.320/97, 755.323/97, 755.324/97, 755.327/97, 755.328/97, 755.329/97, 755.330/97, 755.331/97, 755.332/97, 755.335/97, 755.336/97, 755.337/97, 755.338/97, 755.339/97, 755.340/97, 755.342/97, 755.343/97, 755.346/97, 755.347/97, 755.348/97, 755.350/97, 755.351/97, 755.354/97, 755.355/97, 755.357/97, 755.358/97, 755.359/97, 755.360/97, 755.362/97, 755.363/97, 755.364/97, 755.365/97, 755.366/97, 755.367/97, 755.370/97, 755.371/97, 755.373/97, 755.374/97, 755.375/97, 755.376/97, 755.377/97, 755.378/97, 755.379/97, 755.380/97, 755.381/97, 755.382/97, 755.383/97, 755.384/97, 755.387/97, 755.390/97, 755.391/97, 755.394/97, 755.395/97, 755.398/97, 755.399/97, 755.402/97, 755.403/97, 755.406/97, 755.407/97, 755.411/97, 755.412/97, 755.414/97, 755.415/97, 755.416/97. A. WHEREAS the LICENSEES are the titleholders of certain mineral rights located in the region of Garimpo do Bigode, in the Municipality of Itaituba, PA, which rights refer to the above-mentioned PLG Processes, with assured priority, in two blocks with distinct titles, and hereinafter referred to as GARIMPO. 1 B. WHEREAS AURORA wishes to explore and assess the gold potential and have an option to acquire title to the mineral rights of GARIMPO and for such purpose has been granted access to information gathered on site by the LICENSEES, who agrees to this, with the knowledge that the work done is at AURORA's expense and risk. C. WHEREAS AURORA has the necessary technological and economic means to develop gold mineral reserves and carry out exploration work in the GARIMPO. D. WHEREAS the CONTRACTING PARTIES wish to enter into and celebrate an Agreement for the Assignment and Transfer of Mineral Rights of the GARIMPO, and for such purpose AURORA will appoint a person of trust to act on its behalf by means of a specific agreement which model is hereto attached as Annex A. In order to preserve the negotiation, the parties agree to execute this temporary "MEMORANDUM OF UNDERSTANDING", hereinafter referred to as "MOU", and having as its object the establishment of the rights and obligations of the CONTRACTING PARTIES among themselves and any third party. A definitive Agreement for the Assignment and Transfer of Mineral Rights shall be celebrated by the parties at a later stage, following the terms and conditions outlined in the clauses ahead. E. WHEREAS AURORA, in order to maintain the negotiations and eventually celebrate a definitive agreement based on this MOU, shall submit a due diligence within 180 days. Therefore, the CONTRACTING PARTIES have decided to enter into and celebrate this MEMORANDUM OF UNDERSTANDING which shall be subject to the following terms and conditions: 1. EVALUATION AND STATEMENT OF INTEREST 1.1 - In view of that specified in item B of this MOU, AURORA undertakes hereby to pay the LICENSEES the sum of US$ 35,000.00 (thirty-five thousand US dollars) as a deposit to have the sole and exclusive right to duly and in detail appraise the GARIMPO. 1.2 - The payment of the DEPOSIT shall be effected within five days of the signing of this MOU, with the signing of this instrument as proof of payment, while the subsequent payments shall be made through a bank deposit in favour of ADONILDO GONCALVES LIMA, current account with Banco Bradesco, account n degrees 4211-0, at Branch n degrees 0759-5, in the city of Itaituba, which the LICENSEES indicate to AURORA. 1.3 - The LICENSEES, as from the date of the execution hereof and within 180 (one hundred and eighty) days, undertake not to assign, transfer, encumber or lien the mineral rights comprised in the GARIMPO, which information, according to the terms and conditions set forth in this instrument, shall be made available to AURORA to 2 inspect and examine all and any data it might have access to in regard to GARIMPO. During this period, AURORA shall make site visits, examine the data and, if so decides, may exercise its option to acquire GARIMPO. In case AURORA decides to exercise its option to acquire GARIMPO, it shall notify the LICENSEES of its decision at least five (5) days prior to the expiration of the above-mentioned period. 2 ASSIGNMENT AND TRANSFER OPTION OF MINERAL RIGHTS 2.1 - In accordance with item 1.3. of this MOU, having AURORA notified the LICENSEES of its interest to acquire the GARIMPO, the parties hereby shall celebrate within 5 days an Agreement for the Assignment and Transfer of Rights and Other Covenants, which shall establish and govern the terms and conditions of the transfers, as well as to register such agreement before the DNPM, provided it agrees to pay as price for the assignment of the mineral rights and the possession rights, the amounts established as follows:
Payment US$ Date I 60,000 30.10.2006 II *80,000 12 months after the payment provided for in item I III **90,000 24 months after the payment provided for in item I IV 100,000 36 months after the payment provided for in item I V 1,000,000 48 months after the payment provided for in item I Total US$ 1,330,000.00 * The payment of this instalment and others shall be made provided registration of the transfer of rights in question has been made. ** The payment of this instalment and others shall be made provided survey authorization for the mineral rights in question has been obtained.
2.1.1 In addition to the price herein established, AURORA shall pay to the LICENSEES a monthly participation in the mining results which might be obtained in any of the mineral rights in the GARIMPO in a amount equivalent to 0.75% (zero point seventy-five percent) of the monthly net results of the primary gold production in any of the mineral rights in object, as defined below in item 2.1.2. 2.1.2 The participation in the mining results shall be paid by the 10th (tenth) business day of the month subsequent to the production month, and the payment shall be made through a bank deposit as stipulated by the 1ST LICENSEE. 2.1.3 For the purposes specified above, the production net result shall correspond to the value of the gross revenue AURORA obtains from the sale of the gold produced by AURORA and originating from the GARIMPO, being deducted the values corresponding to (i) transportation cost from the mine to the refinery; (ii) refining cost; (iii) any and all direct taxes of any nature incurring upon the 3 commercialization of the gold; and (iv) "financial compensation" as provided for in Law 7790 of December 28, 1989. 2.1.4 AURORA is entitled to the right to redeem the obligation for participation payment in the mining results upon payment, equivalent in local currency, of US$ 500,000.00 (five hundred thousand US dollars). 2.2 The LICENSEES agrees to transfer the mineral rights referring to the GARIMPO immediately upon the interest by AURORA is confirmed and against payment of the amount (I) indicated in item 2.1 and upon confirmation of its priority. 2.3 The LICENSEES shall, under the terms of this instrument, hereby and in the best form of the law, permit AURORA to execute in the GARIMPO for an initial period of 6 (six) months as from the date of this MOU, and an additional 48 (forty-eight) months in case the GARIMPO is acquired, assessment work and geological survey which it deems necessary to ascertain the existence of possible primary deposits which may be economically explored. It should be noted that during the geological assessment of the GARIMPO, the LICENSEES may develop works therein provided that work in the said mining site does not interfere with AURORA'S research activities. 2.4 Regarding the ownership, the LICENSEES declare to be the legitimate and sole owner of the areas comprising the GARIMPO, and therefore, the mining results, right to rental or any indemnifications are included in the prices established in clause 2.1. above. In case of absence of authorizations or eventual problems with access or title to the surface areas, these shall be resolved by the LICENSEES, and in the absence of a solution, AURORA is authorized to resolve such matters and shall deduct all and any cost incurred from the values due to the LICENSEES. 2.5 For such purpose, the LICENSEES agree to the best of their ability to provide AURORA with technical, legal and operational support, as well as undertake to endeavour their best efforts to give AURORA any information it might have access to with respect to the GARIMPO, and to take all actions necessary for the expeditious registration of the documents needed in order for the Agreement to be implemented, with AURORA being responsible for the financial expenses incurred to obtain such results. 2.6 AURORA may, after the registration of the assignment and transfer of rights, transfer to any third parties, in whole or in part, the mineral rights granted to it under this Agreement, provided there is an inclusion of a clause in this regard. 2.7 At any time, AURORA shall be entitled to terminate the Agreement and drop the GARIMPO project, by means of a notice, fax, cable or advice to the 1ST LICENSEE to this effect, being henceforth free of any and all payment commitments yet to be due. If AURORA decides to exercise its option to terminate the Agreement, it shall deliver to the LICENSEES in due course a detailed technical report which shall include all and any information gathered to date. 4 2.8 Each of the CONTRACTING PARTIES herein shall be liable for any and all environmental damages resulting from their activities carried out in the GARIMPO. In this regard, the LICENSEES are responsible for the environmental damages caused to the GARIMPO up to the signing of this agreement. In case of non-compliance of such obligations, AURORA is authorized to provide for eventual recovery work, deducting the expenses incurred from the amounts payable as indicated in above item 2.1. 2.9 At any time during the period of this MOU, AURORA may exercise the right referred to in clause 1.3 above, by means of an express notification to the LICENSEES in this regard, from which the transfer of the mineral rights shall be effected and the definitive agreement signed within 5 (five) days, and for this purpose the LICENSEES hereby grant powers to the representative of AURORA to enable him to submit the respective transfer to the DNPM, according to Annexes B and C. 2.9.1. According to the provision in clause 1.3.1 above, the payment indicated in item I shall be due within 5 (five) days after the registration of the transfer of the mineral rights by DNPM, or on 30.10.2006, whichever occurs first, and the subsequent payments shall be due every 12 (twelve) months from the previous payment. 3. CONFIDENTIALITY 3.1. The terms of this Agreement as well as all and any technical and financial information referring to the GARIMPO constitute confidential information of the CONTRACTING PARTIES and shall not be disclosed, divulged or made known to any third party or published without previous written consent of the non-disclosing party. Exception to the confidentiality obligation will be the case in which any of the CONTRACTING PARTIES needs to disclose said information as a result of it being linked to the stock market and disclosure is required by law. 4. COMMUNICATION 4.1. Any notice and communication related to the GARIMPO shall be given in writing and shall be deemed to be effectively given upon personal delivery, or by registered letter or upon receipt of transmission by fax or cable, provided there is an acknowledgement of receipt. 5. REPRESENTATIONS AND WARRANTIES 5.1. Each of the CONTRACTING PARTIES herein represents and warrants to each other that: (a) They have the power, capacity and authority to enter into and perform the Agreement and all transactions contemplated herein; 5 (b) There are no provisions in their By-laws, statutes or agreements of which they are a party or object to which may prevent the celebration and execution of this Agreement; (c) The celebration of the Agreement will not result in a default under any agreement or instrument to which the PARTIES are a party, as well as will not infringe any applicable laws, regulations, suits, decree or rule which they might obey or any arrangement, waiver, or agreement of which there are a party; (d) There are no pending liabilities, warranties, pledge, or any other obligations which might significantly in any way interfere with the mineral rights object of the Agreement, and said rights are free and clear of any claims, liens or encumbrances; (e) In respect of item 2.1, with regard to the mineral rights herein referred, there are no contractual obligations in respect to royalties, finder's fee and/or any other contribution to any landowners, occupiers or third parties; (f) There are no pending environmental liabilities. 6. AMENDMENTS AND PREVIOUS EVENTUAL AGREEMENTS AND GENERAL DISPOSITIONS 6.1. This MOU represents and comprises all the understanding and commitments agreed upon amongst the CONTRACTING PARTIES, and replaces or overlaps any and all previous agreements and negotiations, verbal or written, with regard to the issues herein addressed. 6.2. By this MOU, the signatories, their successors and any authorized assignees are obliged to comply with the terms and conditions set forth herein. 6.3. This MOU shall not be amended, in its parts or as a whole, except when previously agreed amongst the parties, and provided that such changes are done upon a written consent, executed and signed by the representative of each party. 6.4. No tolerance by any of the CONTRACTING PARTIES with regard to future non-compliance of this instrument shall constitute an amendment or novation of the conditions agreed upon herein. 6.5. This MOU and its annexes, which after signed by the CONTRACTING PARTIES and the witnesses will make an integral part of this instrument, represent the whole agreement entered into by the Parties, and shall govern and regulate their activities, according to the terms and conditions set forth hereto. 6.6. The terms set forth in this agreement are valid and binding and shall regulate and govern the business amongst the CONTRACTING PARTIES, until a definitive Agreement is executed which is expected to occur by 30.10.06. 6 6.7. The CONTRACTING PARTIES declare and warrant that they will grant an extrajudicial, executive power to this agreement, with full force, according to the terms established in item II, article 621 of the Code of Civil Procedure, with the reading given in Law 8953/94. 7. GOVERNING LAW AND DISPUTE RESOLUTION 7.1. This agreement shall be governed by the laws of Brazil. 7.2. The Parties hereby agree that any and all dispute arising from this agreement shall be resolved at the Main Court of the city of Rio de Janeiro, RJ, with the waiver of any other, prevailing over any others. However, the parties are entitled to solve any dispute by means of arbitration at the court of the city of Rio de Janeiro, provided that they have reached this decision by mutual agreement. IN WITNESS WHEREOF, the parties execute this instrument in 3 (three) counterparts of identical tenor and form, in the presence of the witnesses below, who also subscribe this instrument, for all legal effect. Itaituba, PA, April 24, 2006 AURORA GOLD MINERACAO LTDA. ADONILDO GONCALVES LIMA MARY COSTA GOUVEIA PP. ADONILDO GONCALVES LIMA WITNESSES: 1) 2) NAME: NAME: CPF: CPF: 7 ANNEX A TO THE DIRECTOR OF THE NATIONAL DEPARTMENT OF MINERAL PRODUCTION (DNPM) DNPM no. 751.228/97, 751.229/97, 751.230/97, 751.231/97, 751.232/97, 751.233/97, 751.234/97, 751.235/97, 751.236/97, 751.237/97. ADONILDO GON ALVES LIMA, Brazilian, single, bearer of ID card 27238/ SSP-PA, registered at CPF under no. 029.504.302-44, with address at Av. Mal. Rondon, n degrees 17, Itaituba, PA, hereinafter referred to as ASSIGNOR and XXXXXXXXXXXX, hereinafter referred to as ASSIGNEE, hereby inform and submit the following On 20.10.06, the ASSIGNOR, applicant of the above-mentioned mineral rights, executed with the ASSIGNEE an "AGREEMENT OF ASSIGNMENT OF MINERAL RIGHTS", transferring to the latter the aforesaid mineral rights, in accordance with the document submitted to this DNPM as per annex 1, and as such, the parties hereby present resolve to apply for the filing and registry of the requests for assignment and registration of the transfer. As submitted We request your approval. Belem, October 20, 2006 ADONILDO GONCALVES LIMA XXXXXXXXXXXXX 8 PRIVATE AGREEMENT FOR THE ASSIGNMENT AND TRANSFER OF MINERAL RIGHTS AS FOLLOWS: By this private agreement and as prescribed by law, the parties: ADONILDO GONCALVES LIMA, Brazilian, single, bearer of ID card 27238/SSP/PA, registered at CPF under no. 029.504.302-44, with address at Av. Mal. Rondon, n degrees 17, Itaituba, PA, hereinafter referred to as ASSIGNOR and XXXXXXXXXXXX, hereinafter referred to as ASSIGNEE, WHEREAS the ASSIGNOR is the titleholder of PLG Processes DNPM no. 751.228/97, 751.229/97, 751.230/97, 751.231/97, 751.232/97, 751.233/97, 751.234/97, 751.235/97, 751.236/97, 751.237/97, hereinafter referred to as Mineral Rights, which are free and clear of any claims, liens or encumbrances; WHEREAS the ASSIGNOR wishes to assign to the ASSIGNEE the Mineral Rights, and the latter being in agreement with such transfer, the Parties agree to execute this Agreement of Assignment and Transfer of Mineral Rights, in accordance with the following clauses and conditions: 1. By this present private agreement entered into, and as prescribed by law, the ASSIGNOR assigns and transfer to the ASSIGNEE the Mineral Rights, as they are in fact assigned and transferred, in a definitive manner. 2. It is up to the ASSIGNEE to verify with the DNPM the correctness, validity and legal status of the Mineral Rights now being assigned, and it is agreed that this present instrument will automatically loose any legal effect with regard to any of the Mineral Rights which for any reason is denied or declined by the DNPM, and as such nothing shall be claimed against the ASSIGNOR, and the parties shall mutually endeavour their best efforts to obtain the registration of the assignment now being agreed upon. 3. It is the responsibility of the ASSIGNEE, independently of the registration of the Mineral Rights referred to herein, to pay for all and any taxes or expenses. 4. The ASSIGNOR hereby grants the ASSIGNEE, with regard to the Mineral Rights, full representation powers with the DNPM - National Department of Mineral Production, the Ministry of Mines and Energy, the State Secretary for Environment of the State of Para, and IBAMA - the Brazilian Institute of Environmental and Renewable Natural Resources, with full powers to request and apply for the registration of the assignment, provide declarations and clarifications, to sign, present or withdraw any document, to meet requirements, make payments, receive the corresponding receipts, to ratify or rectify, or to compromise as well as to practice any and all acts necessary for the good compliance of the powers herein granted. 5. This present instrument is irrevocable and the signatories, their heirs or successors, are obliged to comply with the terms and conditions set forth herein, and any previous document signed between the parties with the object being the assignment and transfer of the Mineral Rights referred herein shall be null and void. 6. The Parties hereby agree that any and all dispute arising from this agreement shall be resolved at the Main Court of the city of Rio de Janeiro, with the waiver of any other, prevailing over any others. IN WITNESS WHEREOF, the parties execute this instrument in 3 (three) counterparts of identical tenor and form, in the presence of the witnesses below, who also subscribe this instrument. Belem, October 20, 2006 ADONILDO GONCALVES LIMA XXXXXXXXXX WITNESSES: 1) 2) 9 Annex B POWER OF ATTORNEY ADONILDO GONCALVES LIMA, Brazilian, single, bearer of ID card 27238-SSP/PA, registered at CPF under no. 029.504.302-44, with address at Av. Mal. Rondon, n degrees 17, Itaituba, PA, appoints as his attorney LUIS MAURICIO FERRAIUOLI DE AZEVEDO, Brazilian, single, lawyer, registered in the Brazilian Bar Association (RJ) under no. 80412 and enrolled in the Individual Taxpayer's Register no. CPF 753.468.697-00 to represent him in the condition of titleholder of certain mineral rights located in the areas named Garimpo do Bigode, municipality of Itaituba, State of Para, made up of Applications for mining permissions specified as follows: DNPM 751.228/97, 751.229/97, 751.230/97, 751.231/97, 751.232/97, 751.233/97, 751.234/97,751.235/97, 751.236/97, 751.237/97, with ample powers to take all necessary steps to receive, transfer and assign, whether free or in payment, the Requests for Mining Permits and the Survey Requests, and may apply whatever is necessary, including request for transformations of the same requests into Mineral Research Licenses, as well as visit, and so practice such acts, and contact the NATIONAL DEPARTMENT OF MINERAL PRODUCTION - DNPM, the Ministry of Mines and Energy, the Brazilian Institute of Environmental and Renewable Natural Resources, SECTAM, and any federal, state, municipal or Federal District agencies, Notary Public offices, Government Registries in general, with powers also to sub-establish this Power of Attorney which, therefore, is signed in an irrevocable manner. This present mandate is valid until 30.12.2006. Itaituba, April 24, 2006 ADONILDO GONCALVES LIMA 10 ANNEX C POWER OF ATTORNEY MARY COSTA GOUVEIA, Brazilian, single, self-employed, ID card no. 2253786 (2nd original) SSP/PA, registered at CPF under n 394.447.242-04, with address at Av. Magalhaes Barata, n degrees 1089, Barbacena, PA, in this act represented by Adonildo Goncalves Lima, Brazilian, single, bearer of ID card 27238-SSP/PA, registered at CPF under no. 029.504.302-44, with address at Av. Mal. Rondon, n degrees 17, Itaituba, PA, appoints as his attorney LUIS MAURICIO FERRAIUOLI DE AZEVEDO, Brazilian, single, lawyer, registered in the Brazilian Bar Association (RJ) under no. 80412 and enrolled in the Individual Taxpayer's Register no. CPF 753.468.697-00, granting him powers to represent him in the condition of titleholder of certain mineral rights in the location named Garimpo do Bigode, Municipality of Itaituba, state of Para, comprised of Requests for Mining Permits specified as follows: DNPM no. 755.311/97, 755.312/97, 755.313/97, 755.314/97, 755.315/97, 755.316/97, 755.317/97, 755.318/97, 755.319/97, 755.320/97, 755.323/97, 755.324/97, 755.327/97, 755.328/97, 755.329/97, 755.330/97, 755.331/97, 755.332/97, 755.335/97, 755.336/97, 755.337/97, 755.338/97, 755.339/97, 755.340/97, 755.342/97, 755.343/97, 755.346/97, 755.347/97, 755.348/97, 755.350/97, 755.351/97, 755.354/97, 755.355/97, 755.357/97, 755.358/97, 755.359/97, 755.360/97, 755.362/97, 755.363/97, 755.364/97, 755.365/97, 755.366/97, 755.367/97, 755.370/97, 755.371/97, 755.373/97, 755.374/97, 755.375/97, 755.376/97, 755.377/97, 755.378/97, 755.379/97, 755.380/97, 755.381/97, 755.382/97, 755.383/97, 755.384/97, 755.387/97, 755.390/97, 755.391/97, 755.394/97, 755.395/97, 755.398/97, 755.399/97, 755.402/97, 755.403/97, 755.406/97, 755.407/97, 755.411/97, 755.412/97, 755.414/97, 755.415/97, 755. 416/97, with ample powers to take all necessary steps to receive, transfer and assign, whether free or in payment, the Requests for Mining Permits and the Survey Requests, and may apply whatever is necessary, including request for transformations of the same requests into Mineral Research Licenses, as well as visit, and contact the NATIONAL DEPARTMENT OF MINERAL PRODUCTION - DNPM, the Ministry of Mines and Energy, the Brazilian Institute of Environmental and Renewable Natural Resources, SECTAM, and any federal, state, municipal or Federal District agencies, Notary Public offices, Government Registries in general, with powers also to sub-establish this Power of Attorney which, therefore, is signed in an irrevocable manner. The present mandate is valid until 30.12.2006. Itaituba, April 24, 2006 MARY COSTA GOUVEIA 11 EX-10.9.2 5 ex10_92.txt EXHIBIT 10.9.2 EXHIBIT 10.9.2 April 27, 2006 To: Aurora Gold Corporation 3540 West 41st Avenue, Suite 204 Vancouver, BC V6N 3E6 Tel. 604-687-4432 Fax 604-687-4709 Attention: Cameron Richardson Email: c.richardson@telus.net ---------------------- From: Tomas Almeida, Certified Translator Re: Translation of Memorandum of Understanding regarding Bigode Project Translator's Declaration I, Tomas Almeida, Certified Portuguese to English Translator, Member in good standing of the Society of Translators and Interpreters of British Columbia (STIBC), which is a member association of the Canadian Translators and Interpreters Council (CTIC), hereby attest that, to the best of my knowledge and belief, the above-mentioned document is a true, correct and complete translation of the Portuguese document presented to me. Tomas Almeida Tomas Almeida 19780 Honeydew Drive Pitt Meadows, BC V3Y 2S6 Tel. 604-465-6128 Fax 604-465-6129 Cell.604-202-0031 Email: talmeida@telus.net ------------------ EX-10.10.1 6 ex10_101.txt EXHIBIT 10.10.1 EXHIBIT 10.10.1 MEMORANDUM OF UNDERSTANDING By this present Agreement entered into by, on the one side, AURORA GOLD MINERACAO LTDA, a company with its Office at Av. das Americas, n degrees 700, Bl. 8, lj. 215-A, parte, CEP: 22640-100, Barra da Tijuca, Rio de Janeiro, RJ, in this act represented by its attorney LUIS MAURICIO FERRAIUOLI DE AZEVEDO, Brazilian, single, lawyer, registered at the Brazilian Bar Association (RJ) under no. 80412 and registered at CPF under no. 753.468.697-00, hereinafter referred to as AURORA; and on the other side, RAIMUNDO MARINHO DANTAS, Brazilian, married, miner, bearer of ID card no. 1930529 SSP-PA, registered at CPF under no. 067.573.592-00, with address at Rua 3(a), n degrees 380, bairro Alvorada II, Manaus - AM, CEP 69042-030, in this act represented by its attorney ROSALVO CORREA DA SILVA, Brazilian, married, miner, bearer of ID card no. 1261237-5 SSP/AM, registered at CPF under no. 404.077.802-20, resident and domiciled at 2(a) Travessa do Bairro da Floresta, n degrees 637, in the municipality of Itaituba, PA, CEP 68180-380, hereinafter referred to as LICENSEE; and jointly as CONTRACTING PARTIES. OBJECT: Hereinafter referred to as Garimpo Santa Lucia, located in the basin of the Surubim River, made up of Applications for Mining Permissions according to the list below: BLOCK I: Requests for Mining Permit belonging to RAIMUNDO MARINHO DANTAS, DNPM no. 854.001/93, 854.002/93, 854.003/93, 854.004/93, 854.005/93, 854.006/93, 854.007/93, 854.008/93, 854.009/93, 854.010/93, 854.011/93, 854.012/93, 854.013/93, 854.014/93, 854.015/93, 854.016/93, 854.017/93, 854.018/93, 854.019/93, 854.020/93, 854.021/93, 854.022/93, 854.023/93, 855.024/93, 854.025/93, 854.026/93, 854.027/93, 854.028/93, 854.029/93, 854.030/93, 854.031/93, 854.032/93. A. WHEREAS the LICENSEES are the titleholders of mineral rights located in the region of Garimpo Santa Lucia, which rights refer to the above-mentioned PLG Processes, with assured priority, hereinafter referred to as GARIMPO. B. WHEREAS AURORA wishes to explore and assess the gold potential and have an option to acquire title to the mineral rights of GARIMPO and for such purpose shall have access to information gathered on site by the LICENSEE, who agrees to this, with the knowledge that the work done is at AURORA's expense and risk. C. WHEREAS AURORA has the necessary technological and economic means to develop gold mineral reserves and carry out exploration work necessary for the development of those same activities in the GARIMPO. 1 D. WHEREAS the CONTRACTING PARTIES wish to enter into and celebrate an Agreement for the Assignment and Transfer of Mineral Rights of the GARIMPO, and for such purpose AURORA will appoint a person of trust to act on its behalf by means of a specific agreement which model is hereto attached, annex B. In order to preserve the negotiation, the parties agree to execute this temporary instrument, hereinafter referred to as "MEMORANDUM OF UNDERSTANDING", hereinafter referred to as "MOU", and having as its object the establishment of the rights and obligations of the CONTRACTING PARTIES among themselves and any third party. A definitive Agreement for the Assignment and Transfer of Mineral Rights shall be celebrated by the parties at a later stage, following the terms and conditions outlined in the clauses ahead. E. WHEREAS AURORA, in order to maintain the negotiations and eventually celebrate a definitive agreement based on this MOU, shall submit a technical due diligence within 90 days. Therefore, the CONTRACTING PARTIES have decided to enter into and celebrate this MEMORANDUM OF UNDERSTANDING which shall be subject to the following terms and conditions: 1. EVALUATION AND STATEMENT OF INTEREST 1.1 In view of that specified in item B of this MOU, AURORA undertakes hereby to pay the LICENSEES the sum of US$ 20,000.00 (twenty thousand reals) as a deposit to have the sole and exclusive right to duly and in detail appraise the GARIMPO. 1.2 The payment of the DEPOSIT shall be effected within five days of the signing of this MOU, with the signing of this instrument being proof of payment, while the subsequent payments shall be made through a bank deposit in favour of ALDILENA CORREIA DA SILVA, savings account with Banco Bradesco, account n degrees 2456037-6, at Branch n degrees 759-5, which the LICENSEE indicates to AURORA. 1.3 The LICENSEE, as from the date of the execution hereof and within the term of 90 days, undertakes not to assign, transfer, encumber or lien the mineral rights comprised in the GARIMPO, which, according to the terms and conditions set forth in this instrument, agrees to make available for AURORA to inspect and examine all and any data it might have access to in regard to the GARIMPO. During this period, AURORA shall make site visits, examine the data and decide to exercise its option to acquire the GARIMPO. In case AURORA decides to exercise its option to acquire the GARIMPO, it shall notify the LICENSEE of its decision at least five days prior to the expiration of the abovementioned period. 2 2 ASSIGNMENT AND TRANSFER OF RIGHTS 2.1 - In accordance with item 1.3. of this MOU, having AURORA notified the LICENSEE of its interest to acquire the GARIMPO, the parties hereby shall celebrate within 5 days an "Agreement for the Assignment and Transfer of Rights and Other Covenants", which shall establish and govern the terms and conditions of the transfers, as well as to register such agreement at the DNPM, provided it agrees to pay as price for the assignment of the mineral rights and the possession rights, the values established as follows: Payment Date a. US$ 20,000 01.09.2006 b. US$ 50,000* 01.03.2007 c. US$ 60,000* 01.03.2008 d. US$ 70,000* 01.03.2009 e. US$ 500,000* 01.09.2009 Total US$ 700,000 * The payment of the above-mentioned installments shall be made provided that the mineral rights authorization is obtained and the assignment of the mineral rights is endorsed. In case of delay, the payment (b) shall be postponed, with the rest to follow the time intervals defined above and provided such payment condition may be reached. 2.1.1 In addition to the price herein established, AURORA shall pay to the LICENSEE a participation in the mining results which might be obtained in any of the mineral rights in the GARIMPO in a value equivalent to 1.5% (one and half percent) of the monthly net results of the primary gold production, as defined below in item 2.1.2. 2.1.2 The participation in the mining results shall be paid by the 10th (tenth) business day of the month subsequent to the production month, and the payment shall be made through a bank deposit as indicated above or as stipulated by the LICENSEE. 2.1.3 For the purposes specified above, the production net result shall correspond to the value of the gross revenue AURORA obtains from the sale of the gold produced by AURORA and originating from the GARIMPO, being deducted the values corresponding to (i) transportation cost from the mine to the refinery; (ii) refining cost; (iii) any and all direct taxes of any nature incurring upon the commercialization of the gold; and (iv) "financial compensation" as provided for in Law 7790 of December 28, 1989. 3 2.1.4 AURORA is entitled to the right to redeem the payment obligation on the participation in the mining results, item 2.1.1, upon payment of the equivalent in local currency to US$ 1,000,000 (one million US dollars). 2.2 The LICENSEE agrees to transfer the mineral rights referring to GARIMPO immediately upon the interest by AURORA is confirmed and against payment of the amount (a) indicated in item 2.1 and upon confirmation of its priority. 2.3 The LICENSEE shall hereby, under the terms of this instrument, and in the best form of the law, permit AURORA to execute in the GARIMPO for an initial period of 3 (three) months as from the date of this MOU, and an additional 48 (forty-eight) months in case the GARIMPO is acquired, assessment work and geological survey which it deems necessary to ascertain the existence of possible primary deposits which may be economically explored. It should be noted that during the geological assessment of the GARIMPO, The LICENSEE may develop works therein provided that work in the said mining site does not interfere with AURORA's research activities. 2.4 Regarding the ownership, the LICENSEE declares to be the legitimate and sole owner of the areas comprising the GARIMPO, and therefore, the mining results, right to rental or any indemnifications are included in the prices established in clause 2.1 above. In case of absence of authorizations or eventual problems with access or title to the surface areas, these shall be resolved by the LICENSEE, and in the absence of a solution, AURORA is authorized to resolve such matters and shall deduct all and any cost incurred from the values due to the LICENSEE. 2.5 For such purpose, the LICENSEE agrees to the best of his ability to provide AURORA with technical, legal and operational support, as well as undertake to endeavour his best efforts to give AURORA any information it might have access to with respect to the GARIMPO, and to take all actions necessary for the expeditious registration of the documents needed in order for the Agreement to be implemented, with AURORA being responsible for the financial expenses incurred to obtain such results. 2.6 AURORA may, after the registration of the assignment and transfer of rights, transfer to any third parties, the mineral rights granted to it under this Agreement, provided there is an inclusion of a clause in this regard. 2.7 At any time, AURORA shall be entitled to terminate the Agreement and drop the GARIMPO project, by means of a notice, fax, cable or advice to the LICENSEE to this effect, being henceforth free of any and all payment commitments yet to be due. If AURORA decides to exercise its option to terminate the Agreement, it shall deliver to the LICENSEE in due course a detailed technical report which shall include all and any information gathered to date. 4 2.8 Each of the CONTRACTING PARTIES herein shall be liable for any and all environmental damages resulting from their activities carried out in the GARIMPO. In this regard, the LICENSEE is responsible for the environmental damages caused to the GARIMPO up to the signing of this agreement. In case of non-compliance of such obligations, AURORA is authorized to provide for eventual recovery work, deducting the expenses incurred from the amounts payable according to above item 2.1. 2.9 At any time during the period of this MOU, AURORA may exercise the right referred to in clause 1.3 above, by means of an express notification to the LICENSEE in this regard, from which the transfer of the mineral rights shall be effected and the definitive agreement signed within 5 (five) days, and for this purpose the LICENSEE hereby grant powers to the representative of AURORA to enable him to submit the respective transfer to the DNPM, according to annex C. 2.9.1 According to the provision in clause 2.9 above, the payment indicated in item (a) shall be due within 5 (five) days after the registration of the transfer of the mineral rights by the DNPM. 3. CONFIDENTIALITY 3.1 The terms of this Agreement as well as all and any technical and financial information referring to the GARIMPO constitute confidential information of the CONTRACTING PARTIES and shall not be disclosed, divulged or made known to any third party or published without previous written consent of the non-disclosing party. Exception to the confidentiality obligation will be the case in which any of the CONTRACTING PARTIES needs to disclose said information as a result of it being linked to the stock market and disclosure is required by law. 4. COMMUNICATION 4.1 Any notice and communication related to this agreement shall be given in writing and shall be deemed to be effectively given upon personal delivery, or by registered letter or upon receipt of transmission by fax or cable, provided there is an acknowledgement of receipt. 5. REPRESENTATIONS AND WARRANTIES 5.1 Each of the PARTIES herein represents and warrants to each other that: (a) They have the power, capacity and authority to enter into and perform the Agreement and all transactions contemplated herein; (b) There are no provisions in their By-laws, statutes or agreements of which they are a party or object which may prevent the celebration and execution of this Agreement; (c) The celebration of the Agreement shall not result in a default under any agreement or instrument to which the parties are a party, as well as will not infringe any 5 applicable laws, regulations, suits, decree or rule which they might obey or any arrangement, waiver, or agreement of which constitute a party; (d) There are no pending liabilities, warranties, pledge, or any other obligations which might significantly in any way interfere with the mineral rights object of the Agreement, and said rights are free and clear of any claims, liens or encumbrances (e) In respect of item 2.1, with regard to the mineral rights herein referred, there are no contractual obligations in respect to royalties, finder's fee and/or any other contribution to any landowners, occupiers or third parties; (f) There are no pending environmental liabilities. 6. AMENDMENTS AND PREVIOUS EVENTUAL AGREEMENTS AND GENERAL DISPOSITIONS 6.1 This MOU represents and comprises all the understanding and commitments agreed amongst the CONTRACTING PARTIES, and replaces or overlaps any and all previous agreements and negotiations, verbal or written, with regard to the issues herein addressed. 6.2 By this MOU the signatories, their successors and any authorized assignees are obliged to comply with the terms and conditions set forth herein. 6.3 This MOU shall not be amended, in its parts or as a whole, except when previously agreed between the parties, and provided that such changes are done upon a written consent, executed and signed by the representative of each party. 6.4 No tolerance by any of the CONTRACTING PARTIES with regard to future non-compliance of this instrument shall constitute an amendment or novation of the conditions agreed upon herein. 6.5 This MOU and its annexes, which after signed by the CONTRACTING PARTIES and the witnesses will make an integral part of this instrument, represent the whole agreement entered into by the Parties, and shall govern and regulate their activities, according to the terms and conditions set forth hereto. 6.6 The terms set forth in this agreement are valid and binding and shall regulate and govern the business between the CONTRACTING PARTIES, until a definitive Agreement is executed which is expected to occur by 01.09.2006. 6.7 The CONTRACTING PARTIES declare and warrant that they will grant an extrajudicial, executive power to this agreement, with full force, according to the terms established in item II, article 621 of the Code of Civil Procedure, and governed by Law 8.953/94. 7. GOVERNING LAW AND DISPUTE RESOLUTION 7.1 This agreement shall be governed by the laws of Brazil. 6 7.2 The Parties hereby agree that any and all dispute arising from this agreement shall be resolved at the Main Court of the city of Rio de Janeiro, with the waive of any other, prevailing over any others. However, the parties are entitled to solve any dispute by means of arbitration at the court of the city of Rio de Janeiro, provided that they have reached this decision by mutual agreement. IN WITNESS WHEREOF, the parties execute this instrument in 3 (three) counterparts of identical tenor and form, in the presence of the witnesses below, who also subscribe this instrument, for all legal effect. Itaituba - PA, May 26, 2006. AURORA GOLD MINERACAO LTDA. RAIMUNDO MARINHO DANTAS PP ROSALVO CORREA DA SILVA Witnesses: 1) 2) 7 Annex A TO THE DIRECTOR OF THE NATIONAL DEPARTMENT OF MINERAL PRODUCTION (DNPM) Process DNPM N degrees: 854.001/93 854.012/93* 854.023/93* 854.002/93* 854.013/93* 855.024/93* 854.003/93* 854.014/93* 854.025/93* 854.004/93* 854.015/93* 854.026/93* 854.005/93* 854.016/93* 854.027/93* 854.006/93* 854.017/93* 854.028/93* 854.007/93* 854.018/93* 854.029/93* 854.008/93* 854.019/93* 854.030/93* 854.009/93* 854.020/93* 854.031/93* 854.010/93* 854.021/93* 854.032/93* 854.011/93* 854.022/93* RAIMUNDO MARINHO DANTAS, Brazilian, married, miner, bearer of ID card no. 1930529 SSP-PA, registered at CPF under no. 067.573.592-00, with address at Rua 3(a), n degrees 380, bairro Alvorada II, Manaus - AM, CEP 69042-030, in this act represented by LUIS MAURICIO FERRAIUOLI DE AZEVEDO, Brazilian, single, lawyer, registered at the Brazilian Bar Association (RJ) under no. 80412 and registered at CPF under no. 753.468.697-00, hereby informs that he wishes to carry out survey for primary gold ore and that, according to article 8, paragraph 2 of Decree 98.813, regulating Law 7805 of 20/07/89, also requests the TRANSFORMATION OF THE SUM OF THE INDIVIDUAL MODULES OF THE MINING PERMITS INTO ONE SOLE SURVEY PERMIT, totalling 300.00 hectares. Therefore, under the terms of article 22 of Resolution DNPM no. 178 of April 12, 2004, attaches the Forms for Application for Mineral Survey (Annex I), Site Location containing areas of the mining permissions originally requested (Annex II), Detail Site with configuration of the desired area (Annex III), Sole Survey Site (Annex IV), proof of payment of the tax for Survey Request (Annex V) and ART duly paid (Annex VI) (the originals are attached to process 854.001/93). The Applicant takes this opportunity, under the terms of article 25 of Resolution DNPM no. 178 of April 12, 2004, to request that the desired survey area includes the free spaces (areas) existing within the configuration given in Annex III. Under these terms, requests your approval. Rio de Janeiro, May 22, 2006 RAIMUNDO MARINHO DANTAS PP LUIS MAURICIO F AZEVEDO *ORIGINAS IN THE PROCESS DNPM 854.001/93 8 Annex B TO THE DIRECTOR OF THE NATIONAL DEPARTMENT OF MINERAL PRODUCTION (DNPM) DNPM N degrees 854.001/93 854.012/93 854.023/93 854.002/93 854.013/93 855.024/93 854.003/93 854.014/93 854.025/93 854.004/93 854.015/93 854.026/93 854.005/93 854.016/93 854.027/93 854.006/93 854.017/93 854.028/93 854.007/93 854.018/93 854.029/93 854.008/93 854.019/93 854.030/93 854.009/93 854.020/93 854.031/93 854.010/93 854.021/93 854.032/93 854.011/93 854.022/93 RAIMUNDO MARINHO DANTAS, Brazilian, married, miner, bearer of ID card no. 1930529 SSP-PA, registered at CPF under no. 067.573.592-00, with address at Rua 3(a), n degrees 380, bairro Alvorada II, Manaus - AM, CEP 69042-030, in this act represented by its attorney ROSALVO CORREA DA SILVA, Brazilian, married, miner, bearer of ID card no. 1261237-5 SSP/AM, registered at CPF under no. 404.077.802-20, resident and domiciled at 2(a) Travessa do Bairro da Floresta, n degrees 637, in the municipality of Itaituba, PA, CEP 68180-380, hereinafter referred to as ASSIGNOR; and XXXXXXXXXX, hereinafter referred to as ASSIGNEE, hereby inform and request the followings: On 01.09.06, the ASSIGNOR, applicant of the above-mentioned mineral rights, executed with the ASSIGNEE an "AGREEMENT OF ASSIGNMENT OF MINERAL RIGHTS", transferring to the latter the aforesaid mineral rights, in accordance with the document submitted to this DNPM as per annex I. Therefore, the parties hereby present resolve to apply for the filing and registry of the requests for assignment and registration of the transfer. We remain, Requesting your approval, Belem, September 01, 2006 RAIMUNDO MARINHO DANTAS PP ROSALVO CORREA DA SILVA XXXXXXXXXXXX 9 PRIVATE AGREEMENT FOR THE ASSIGNMENT AND TRANSFER OF MINERAL RIGHTS AS FOLLOWS: By this private agreement and as prescribed by law, the parties: RAIMUNDO MARINHO DANTAS, Brazilian, married, miner, bearer of ID card no. 1930529 SSP-PA, registered at CPF under no. 067.573.592-00, with address at Rua 3(a), n degrees 380, bairro Alvorada II, Manaus - AM, CEP 69042-030, in this act represented by its attorney ROSALVO CORREA DA SILVA, Brazilian, married, miner, bearer of ID card no. 1261237-5 SSP/AM, registered at CPF under no. 404.077.802-20, resident and domiciled at 2(a) Travessa do Bairro da Floresta, n degrees 637, in the municipality of Itaituba, PA, CEP 68180-380, hereinafter referred to as ASSIGNOR; and XXXXXXXXXX, hereinafter referred to as ASSIGNEE. WHEREAS the ASSIGNOR is the titleholder of PLG Processes DNPM no. 854.001/93 to 854.032/93, hereinafter referred to as Mineral Rights, which are free and clear of any claims, liens or encumbrances; WHEREAS the ASSIGNOR wishes to assign to the ASSIGNEE the Mineral Rights, and the latter being in agreement with such transfer, the Parties agree to execute this Agreement of Assignment and Transfer of Mineral Rights, in accordance with the following clauses and conditions: 1. By this present private agreement entered into, and as prescribed by law, the ASSIGNOR assigns and transfer to the ASSIGNEE the Mineral Rights, as they are in fact assigned and transferred, in a definitive manner. 2. It is up to the ASSIGNEE to verify with the DNPM the correctness, validity and legal status of the Mineral Rights now being assigned, and it is agreed that this present instrument will automatically loose any legal effect with regard to any of the Mineral Rights which for any reason are denied or declined by the DNPM, and as such nothing shall be alleged against the ASSIGNOR, and the parties shall mutually endeavour their best efforts to obtain the registration of the assignment now being agreed upon. 3. It is the responsibility of the ASSIGNEE, independently of the registration of the Mineral Rights referred to herein, to pay all and any taxes or expenses. 4. The ASSIGNOR hereby grants the ASSIGNEE, with regard to the Mineral Rights, full representation powers with the DNPM - National Department of Mineral Production, the Ministry of Mines and Energy, The State Secretary for Environment of the State of Para, and IBAMA - the Brazilian Institute of Environmental and Renewable Natural Resources, with full powers to request and apply for the registration of the assignment, provide declarations and clarifications, to sign, present or withdraw any document, to meet requirements, make payments, receive the corresponding receipts, to ratify or rectify, or to compromise as well as to practice any and all acts necessary for the good compliance of the powers herein granted. 5. This present instrument is irrevocable and the signatories, their heirs or successors, are obliged to comply with the terms and conditions set forth herein, and any previous document signed between the parties with the object being the assignment and transfer of the Mineral Rights referred herein shall be null and void. 6. The Parties hereby agree that any and all dispute arising from this agreement shall be resolved at the Main Court of the city of Rio de Janeiro, with the waiver of any other, prevailing over any others. IN WITNESS WHEREOF, the parties execute this instrument in 3 (three) counterparts of identical tenor and form, in the presence of the witnesses below, who also subscribe this instrument. Belem, September 01, 2006 RAIMUNDO MARINHO DANTAS PP ROSALVO CORREA DA SILVA XXXXXXXXXXXX Witnesses: 1) 2) 10 Annex C SUBSTITUTION OF POWER OF ATTORNEY By this present instrument, ROSALVO CORREA DA SILVA, Brazilian, married, miner, bearer of ID card no. 1261237-5 SSP/AM, registered at CPF under no. 404.077.802-20, resident and domiciled at 2(a) Travessa do Bairro da Floresta, n degrees 637, in the municipality of Itaituba, PA, CEP 68180-380, transfers to LUIS MAURICIO FERRAIUOLI DE AZEVEDO, Brazilian, single, lawyer, registered at the Brazilian Bar Association (RJ) under no. 80412 and registered at CPF under no. 753.468.697-00, the powers received from RAIMUNDO MARINHO DANTAS, Brazilian, married, miner, bearer of ID card no. 1930529 SSP-PA, registered at CPF under no. 067.573.592-00, with address at Rua 3(a), n degrees 380, bairro Alvorada II, Manaus - AM, CEP 69042-030, to represent him in the condition of title holder of certain mineral rights in areas located in the location named Garimpo Santa Lucia, in the state of Para, made up of Applications for Mining Permit specified as follows: DNPM n degrees 854.001/93, 854.002/93, 854.003/93, 854.004/93, 854.005/93, 854.006/93, 854.007/93, 854.008/93, 854.009/93, 854.010/93, 854.011/93, 854.012/93, 854.013/93, 854.014/93, 854.015/93, 854.016/93, 854.017/93, 854.018/93, 854.019/93, 854.020/93, 854.021/93, 854.022/93, 854.023/93, 855.024/93, 854.025/93, 854.026/93, 854.027/93, 854.028/93, 854.029/93, 854.030/93, 854.031/93, 854.032/93, with ample powers to take all necessary steps to receive, transfer and assign, whether free or in payment, request for transformation into Mineral Survey Licenses, including assigning the mineral rights, and so practice such acts, and contact the NATIONAL DEPARTMENT OF MINERAL PRODUCTION - DNPM, the Ministry of Mines and Energy, the Brazilian Institute of Environmental and Renewable Natural Resources, SECTAM, and any federal, state, municipal or Federal District agencies, Notary Public offices, Government Registries in general, with powers also to sub-establish this Power of Attorney which, therefore, is signed in an irrevocable manner. Itaituba, May 22, 2006 ROSALVO CORREA DA SILVA 11 EX-10.10.2 7 ex10_102.txt EXHIBIT 10.10.2 EXHIBIT 10.10.2 June 1, 2006 To: Aurora Gold Corporation 3540 West 41st Avenue, Suite 204 Vancouver, BC V6N 3E6 Tel. 604-687-4432 Fax 604-687-4709 Attention: Cameron Richardson Email: c.richardson@telus.net ---------------------- From: Tomas Almeida, Certified Translator Re: Translation of Memorandum of Understanding regarding Santa Lucia Project Translator's Declaration I, Tomas Almeida, Certified Portuguese to English Translator, Member in good standing of the Society of Translators and Interpreters of British Columbia (STIBC), which is a member association of the Canadian Translators and Interpreters Council (CTIC), hereby attest that, to the best of my knowledge and belief, the above-mentioned document is a true, correct and complete translation of the Portuguese document presented to me. Tomas Almeida Tomas Almeida 19780 Honeydew Drive Pitt Meadows, BC V3Y 2S6 Tel. 604-465-6128 Fax 604-465-6129 Cell.604-202-0031 Email: talmeida@telus.net ------------------ EX-31.1 8 ex31_1.txt EXHIBIT 31.1 Exhibit 31.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Klaus Eckhof, certify that: 1. I have reviewed this Form 10-QSB of Aurora Gold Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this interim report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this interim report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data and information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: July 24, 2006 BY: /s/ Klaus Eckhof --------------- ------------------ Klaus Eckhof President and Chief Executive Officer EX-31.2 9 ex31_2.txt EXHIBIT 31.2 Exhibit 31.2 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, A. Cameron Richardson, certify that: 1. I have reviewed this Form 10-QSB of Aurora Gold Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this interim report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this interim report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data and information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: July 24, 2006 BY: /s/ A. Cameron Richardson --------------- --------------------------- A. Cameron Richardson Chief Financial Officer EX-32.1 10 ex32_1.txt EXHIBIT 32.1 Exhibit 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I, Klaus Eckhof, President and Chief Executive Officer of Aurora Gold Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Quarterly Report on Form 10-QSB of the Company for the period ended June 30, 2006 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934: and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: July 24, 2006 BY: /s/ Klaus Eckhof --------------- ------------------ Klaus Eckhof President and Chief Executive Officer This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. EX-32.2 11 ex32_2.txt EXHIBIT 32.2 Exhibit 32.2 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I, Cameron Richardson, Chief Financial Officer of Aurora Gold Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Quarterly Report on Form 10-QSB of the Company for the period ended June 30, 2006 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934: and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: July 24, 2006 BY: /s/ Cameron Richardson -------------- ----------------------- Cameron Richardson Chief Financial Officer This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----