-----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, CgeMyPiupglLuFr7enBJFIfMREfxuuH7XsfpxUq1Jr6sLHtGhLAj/rrNvlLOSmtE pWvEcHmb5VrK+nolRA0Xuw== 0001140361-07-013563.txt : 20070705 0001140361-07-013563.hdr.sgml : 20070704 20070705061807 ACCESSION NUMBER: 0001140361-07-013563 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070703 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070705 DATE AS OF CHANGE: 20070705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AURORA GOLD CORP CENTRAL INDEX KEY: 0001037049 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 133945947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24393 FILM NUMBER: 07963143 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 8-K 1 form8-k.txt AURORA GOLD 8-K 7-3-2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 3, 2007 AURORA GOLD CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-24393 13-3945947 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 30 Ledgar Road, Balcatta, WA, Australia 6021 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including the area code: (+61) 8 9240-2836 (Former name or former address, if changed from last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Information A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) AURORA GOLD CORPORATION - ----------------------- Item 3.02 Unregistered Sales of Equity Securities Aurora Gold Corporation (the "Company", "Aurora Gold"), a mineral exploration company focusing on exploration and development in the Tapajos Gold Province, State of Para, Brazil, is pleased to announce a private placement of 4,000,000 shares at a price of USD $0.25 per share. The placement proceeds will be used by the Company to complete drilling on the Molly Gold project and the Sao Domingos project, to complete the first stage of drilling on the Sao Joao project and for general working capital. Aurora Gold is a mineral exploration company focusing on the exploration and development of its 7 exploration properties in the Tapajos Gold Province, State of Para, Brazil. The project areas were selected due to their proximity to known gold occurrences and from historical records of gold production. The lithologies associated with the projects are similar to those that have proven to be the host of significant gold occurrences elsewhere in the Tapajos. Aurora Gold's stock trades under the symbol "ARXG" on the NASD OTC Bulletin Board in the United States of America, under the symbols "A4G.FSE" and "A4G.ETR" on the Frankfurt Exchange and "A4G.BER" on the Berlin-Bremen Stock Exchanges in Germany. Item 9.01 Financial Statements and Exhibits (d) Exhibits: 99.1 Aurora Gold Corporation news release issued July 3, 2007 and disseminated through the facilities of recognized newswire services. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AURORA GOLD CORPORATION Date: July 3, 2007 by: /s/ A. Cameron Richardson ------------ ------------------------- A. Cameron Richardson CFO and Director 2 EX-99.1 2 ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 AURORA GOLD CORPORATION NEWS RELEASE 08-2007 July 3, 2007 Trading Symbols: CUSIP No.: 051642106 NASD OTC BB: ARXG WKN: (Germany) 904846 FRANKFURT: A4G.FSE, A4G.ETR BERLIN-BREMEN: A4G.BER NEWS RELEASE ------------ Aurora Gold Corporation is pleased to announce a private placement of 4,000,000 shares at a price of USD $0.25 per share Balcatta, WA, Australia, - July 3, 2007 - (NASD OTC BB: "ARXG"; FRANKFURT: A4G.FSE", "A4G.ETR"; BERLIN-BREMEN: "A4G.BER") Aurora Gold Corporation (the "Company", "Aurora Gold"), a mineral exploration company focusing on exploration and development in the Tapajos Gold Province, State of Para, Brazil, is pleased to announce a private placement of 4,000,000 shares at a price of USD $0.25 per share. The placement proceeds will be used by the Company to complete drilling on the Molly Gold project and the Sao Domingos project, to complete the first stage of drilling on the Sao Joao project and for general working capital. Aurora Gold is a mineral exploration company focusing on the exploration and development of its 7 exploration properties in the Tapajos Gold Province, State of Para, Brazil. The project areas were selected due to their proximity to known gold occurrences and from historical records of gold production. The lithologies associated with the projects are similar to those that have proven to be the host of significant gold occurrences elsewhere in the Tapajos. Aurora Gold's stock trades under the symbol "ARXG" on the NASD OTC Bulletin Board in the United States of America, under the symbols "A4G.FSE" and "A4G.ETR" on the Frankfurt Exchange and "A4G.BER" on the Berlin-Bremen Stock Exchanges in Germany. For further information, please call Lars Pearl Phone: (+61) 8 9240-2836 Address: 30 Ledger Road, Balcatta, WA, 6021 Australia Website: www.aurora-gold.com ON BEHALF OF THE BOARD "Lars Pearl" Lars Pearl President, CEO and Director CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains statements that plan for or anticipate the future, called "forward-looking statements." In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of those terms and other comparable terminology. These forward-looking statements appear in a number of places in this press release and include, but are not limited to, statements about: our market opportunity; revenue generation; our strategies; competition; expected activities and expenditures as we pursue our business plan; the adequacy of our available cash resources; our ability to acquire properties on commercially viable terms; challenges to our title to our properties; operating or technical difficulties in connection with our exploration and development activities; currency fluctuations; fluctuating market prices for precious and base medals; the speculative nature of precious and base medals exploration and 1 development activities; environmental risks and hazards; governmental regulations; and conduct of operations in politically and economically less developed areas of the world. Many of these contingencies and uncertainties can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this press release are qualified by these cautionary statements. Specific reference is made to our most recent annual report on Form 10KSB and other filings made by us with the United States Securities and Exchange Commission for more detailed discussions of the contingencies and uncertainties enumerated above and the factors underlying the forward-looking statements. These reports and filings may be inspected and copied at the Public Reference Room maintained by the U.S. Securities & Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the U.S. Securities & Exchange Commission at 1-800-SEC-0330. The U.S. Securities & Exchange Commission also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the U.S. Securities & Exchange Commission at http://www.sec.gov. ------------------ We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by applicable laws. This press release is for informational purposes only and is not and should not be construed as an offer to solicit, buy, or sell any security. 2 -----END PRIVACY-ENHANCED MESSAGE-----