8-K

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

October 5, 2012

Date of Report (Date of earliest event reported)

Aurora Gold Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-24393

(Commission File Number)

13-3945947

(I.R.S. Employer Identification No.)

C/- Coresco AG,

Level 3, Gotthardstrasse 20,

Zug, Switzerland 6304

(Address of principal executive offices)

41-7887-96966

(Registrant’s telephone number, including area code)

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 Instruction 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))

SECTION 2. Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 5, 2012, Aurora Gold Corporation (the “Company”), completed the sale of 135,000,000 shares of the Company’s common stock for a purchase price of $5,000,000, to Alltech Capital Limited (“Investor”) pursuant to the terms of a subscription agreement entered into between the Company and the Investor dated September 21, 2012.

SECTION 3. Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

On October 5, 2012, the Company completed the sale of 135,000,000 shares of the Company’s common stock for a purchase price of $5,000,000, to Investor. The Company claimed an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the sale of the Company’s common stock pursuant to, among other applicable exemptions, Regulation S as the Investor is no a U.S. Person (as that term is defined in Regulation S of the Act) and the Investor purchased the shares in a transaction outside of the United States. The certificates representing the shares each bear a restrictive legend in accordance with Regulation S. In addition, the Company and the Investor have complied or will comply with the following requirements of Regulation S:

1. the offer or sale was made in an offshore transaction;

2. the Company did not make any directed selling efforts in the United States;

3. no offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;

4. the Investor certified that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;

5. the Investor agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act; and

6. the Company is required to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration.

SECTION 5. Corporate Governance and Management

Item 5.01 Changes in Control of Registrant

As a result of the sale of 135,000,000 shares of the Company’s common stock to the Investor, as further described in Section 2.01 and Section 3.02, above, representing approximately 54% of the Company’s issued and outstanding shares, a change in control of the Company has occurred. The Investor used funds from its working capital to acquire the shares from the Company. As a condition to the closing of the transaction, the Company agreed to increase the size of its board of directors to five (5) members and to appoint two board members selected by the Investor.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of October 5, 2012, the Company increased its board of directors from three (3) members to five (5) members and the board of directors appointed each of Messrs. Vladimir Bernshtein and Andrey Ratsko to serve as directors of the Company. Additionally, Mr. Bernshtein has been named as the Company’s Chief Business Development Director.

There are no family relationships between either of Messrs. Bernshtein or Ratsko and any director or executive officer of the Company, and neither of them have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

SECTION 7. Regulation FD

Item 7.01 Regulation FD Disclosure

On October 8, 2012, the Company issued a press release announcing the completion of the sale of 135,000,000 shares of its common stock for the aggregate price of $5,000,000. A copy of the press release is attached as Exhibit 99.1 hereto.

Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” ”scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.

Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.

SECTION 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

The following exhibits are furnished as part of this report:

Number	Description
99.1	Press release dated October 8, 2012

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 on October 10, 2012.

Aurora Gold Corporation
By:	/s/ Lars Pearl
Name:	Lars Pearl
Title:	President, Chief Executive Officer and Director

EX-99.1

AURORA GOLD CORPORATION

NEWS RELEASE 3 - 2012
	Trading Symbols:
CUSIP No.  051642106	OTC Markets:  OTCQB: ARXG
WKN: (Germany)          904846	FRANKFURT: 579617.F, A4G.F, A4G.DE
	BERLIN-BREMEN: A4G.BE
	Stuttgart: A4G.SG

Aurora Gold Corp Completes US$ 5 Million private placement with Alltech Capital Limited.

Zug, Switzerland—(MARKET WIRE) — October 8, 2012 — Aurora Gold Corporation (the "Company," or "Aurora") (OTCQB: ARXG), is a mineral exploration company focusing on exploration and development in the Tapajos Gold Province, State of Pará, Brazil.

The board of Aurora is pleased to announce the completion of a private placement for the sale of 135,000,000 shares of the Company at a price of US$0.037 per share, raising a total of US$5,000,000.

The shares have been placed with Alltech Capital Limited (Alltech), a company incorporated under the laws of Gibraltar and the funds will provide working capital and enable further exploration and evaluation of Aurora’s Sao Domingo Property.

The Alltech Group is active across a broad spectrum of industries including Gold, Oil and Gas exploration, Coal (Anthracite) production and the Development of commercial and residential real estate.

Aurora is preparing to increase the technical staff in Brazil with the view to concurrently expand the current resource base on Sao Domingo at the Fofoca Resource area, and to test the lateral and depth extent of the recently discovered Toucano gold occurrence.

The Company has completed a revised exploration plan and budget for bulk sampling, trenching and drilling.

The board of Aurora feels the Toucano occurrence could evolve as the Company’s flagship target on the Sao Domingo property and previously had a technical team on site evaluating the geometry and mineralisation. Geochem and geophysics are included in the budget and results will assist the planning of the drill hole locations.

Mr. Lars Pearl, Aurora's CEO, stated, "This re-focusing of the Company’s direction and work on our Sao Domingo property starts a whole new period of excitement and project development for Aurora and its shareholders. The union with Alltech and the introduction of a fresh, motivated and highly skilled technical team will see Aurora achieve the goals that for so long have been expected."

Aurora’s common stock is also traded on the Stuttgart and the Berlin-Bremen Stock Exchanges in Germany under the symbols “(Stuttgart: A4G.SG - News) (Frankfurt:A4G.F - News) (XETRA:A4G.DE - News) (Berlin:A4G.BE - News).”

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 metals; the speculative nature of precious and base metals exploration and 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 and 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 and Exchange Commission at 1-800-SEC-0330.  The U.S. Securities and 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 and 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.

For further information, please contact Lars Pearl.

Aurora Gold Corporation

Lars Pearl

President, CEO & Director

C/- Coresco AG,

Level 3, Gotthardstrasse 20

6304 Zug, Switzerland

Tel. (+41) 7887 96966

http://www.aurora-gold.com/