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