-----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, C/iWodUdeFYBvGQ7iuYf5Z0XyrrW79to5VgBdWbKztW2b7aH51BfLGTffMKS42RD jD6dsd5eV2Zh5A/MwYyJ/A== 0001140361-07-011946.txt : 20080130 0001140361-07-011946.hdr.sgml : 20080130 20070607152159 ACCESSION NUMBER: 0001140361-07-011946 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070607 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: CORRESP BUSINESS ADDRESS: STREET 1: 30 LEDGAR ROAD STREET 2: BALCATTA, WA, AUSTRALIA CITY: 6021 STATE: C3 ZIP: 00000 BUSINESS PHONE: 61-8-9240-2836 MAIL ADDRESS: STREET 1: 30 LEDGAR ROAD STREET 2: BALCATTA, WA, AUSTRALIA CITY: 6021 STATE: C3 ZIP: 00000 CORRESP 1 filename1.txt AURORA GOLD CORPORATION 1 Edith Place Coolum Beach, Queensland, 4573 Australia ------------ June 6, 2007 U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Attention: Ms. Carmen Moncada-Terry Mail Stop: 6010 RE: Aurora Gold Corporation-Preliminary Proxy Statement Dear Sir or Madame: In response to telephonic comments received by us from the Staff, please note that the fourth full paragraph under Proposal 3 will be deleted and the following substituted in lieu thereof: "The Board of Directors has proposed the increase in the authorized capital stock to provide shares which could be used for a variety of corporate purposes, including mergers, acquisitions, the raising of additional capital, and implementation of incentive and other option plans. While the Board of Directors believes it important that the Company has the flexibility that would be provided by having additional authorized capital stock available, the Company does not have any plans, agreements or arrangements that would require the issuance of such stock. The Board of Directors believes it would be in the Company's best interest, however, to have such additional shares of authorized stock available to enable it to take advantage of opportunities for possible future acquisitions, raising capital for future development and operations and the establishment of equity compensation plans, including the plans proposed to be adopted in Proposal 4 below. It is also possible that additional capital stock that would be authorized by the proposed amendment could be issued in a transaction that might discourage offers by takeover bidders or make such offers more difficult or expensive to accomplish, although the Board of Directors has no current plans for any such use of the capital stock." The foregoing language will be included in the to be filed definitive proxy statement Thank you for your courtesy, assistance and cooperation in this matter. Very truly yours, AURORA GOLD CORPORATION By:/s/ Lars Pearl - ----------------- Lars Pearl President and Director -----END PRIVACY-ENHANCED MESSAGE-----