AURORA GOLD CORP

The Alltech sale closed on October 5, 2012: 135,000,000 shares for $5,000,000 (about US$0.037 a share), roughly 54% of the shares outstanding, which the filing says is a change in control. Existing holders are heavily diluted. The board grew from three to five, adding Alltech's picks Vladimir Bernshtein (also Chief Business Development Director) and Andrey Ratsko. The company says the money is working capital for exploring the Sao Domingo property in Brazil, including the Fofoca resource and the newly found Toucano occurrence; the press release describes it as a refocus on Brazil, with no mention of Front Range.

business combination

On September 21, 2012 Aurora agreed to sell 135,000,000 new shares to Alltech Capital Limited for $5,000,000, with closing expected by October 31, 2012. This is far larger than the 2011 raisings and would greatly dilute existing holders.

material agreement

In December 2011 Aurora settled $218,754.42 of debts owed to Ross Doyle, Global Strategic Synergies Pty Ltd, Coresco AG and Agustin Gomez de Segura by issuing 10,937,721 shares at $0.02. It also sold 8,000,000 units at $0.04 for $320,000 gross to six non-US investors, each unit being one share plus a warrant to buy another share at $0.08 until June 20, 2013, with a commission of up to $25,600. Both steps issue new shares and dilute existing holders. The debt was owed to parties linked to management or the board (inference for Doyle and Global Strategic Synergies; Gomez de Segura is the Chairman per the April 2012 filing).

capital raising announcement

Aurora Gold completed the purchase of Global Minerals Ltd.'s interest in the Front Range Gold Project in Boulder County, Colorado, a new direction away from Brazil. On June 15, 2010 it signed the formal agreement, paid $600,000 cash (after $100,000 on the November 2009 letter agreement) and issued 5 million shares to Global Minerals. It gets a 50% participating interest in the joint venture, assets of Mount Royale Ventures including a permitted mill and mining equipment, and a 50% interest in the Black Cloud Mine Claim Group. Aurora will provide the capital to resume mining, be the operator, and recoup 100% of its investment from production before profit is shared. The share issue dilutes existing holders.

asset acquisition disposition

Aurora Gold signed a joint venture with Samba Minerals Limited, an Australian company intending to list on the ASX, under which Samba can earn up to 75% of Sao Joao and the adjoining Commandante Araras projects. Samba has also set up a loan facility of A$500,000 for Aurora to complete the study on the Fofoca project (formerly called Molly). Aurora says it will focus on the western extension of Fofoca and the Bigode property. Terms of the loan and what Samba must spend to earn its interest are not given in the filing. The company's address is now in Zug, Switzerland, and it reports 4 properties and 6 applications.

material agreement

Aurora Gold announced a private placement of 4,000,000 shares at US$0.25 per share, which works out to US$1,000,000 (our arithmetic), half of the US$2,000,000 it had said in April it expected to raise. Proceeds are to complete drilling at Molly and Sao Domingos, finish the first stage of drilling at Sao Joao and for general working capital. New shares dilute existing holders. The release is now signed by Lars Pearl as President, CEO and Director, replacing Klaus Eckhof in that role; the filing gives no explanation.

capital raising announcement

Aurora Gold announced a first inferred resource estimate for the Molly target at Sao Domingos: 1,428,000 tonnes at 3.94 g/t gold, about 180,000 ounces, prepared by consultancy Raylar Pty Ltd under the JORC reporting code and based on the first 10 drill holes. 'Inferred' is the lowest confidence category; the company plans to drill closer together during 2007 to raise confidence and is awaiting 7 more holes. Its stated intentions to fast-track Molly to feasibility and production 'in the near future' are the company's own aims, not results.

resource reserve update

Aurora Gold reported first-pass drill results from Sao Domingos, with 2,484m drilled so far and about 70% of results received. Best intercepts were 20m at 2.8 g/t gold at the Molly target, 6m at 7.3 g/t at Molly, 4m at 3.54 g/t at Atacadao and 12.6m at 1.70 g/t at Esmeril; the company says it believes Molly is a new discovery. This follows the first-hole results of July, and Molly's copper grades are still being re-assayed. The company also decided not to exercise its option on Ouro Mil, so that property is dropped. It now describes 5 properties totalling 44,469 hectares, down from the eight it described in June (the filing does not list which five).

drilling result

Aurora Gold reported its first drill hole at the Attacadau target on Sao Domingos, which hit gold in three zones: 6m at 1.31 g/t from 29m, 2m at 1.09 g/t from 57m and 8m at 1.19 g/t from 73m. This ends the wait for first drill results at Sao Domingos (drilling started around May 27). The company itself calls this the weakest part of the structure and plans to drill further along strike. It also reported a soil anomaly at Santa Isabel (400m grading over 2 g/t, other assays over 1 g/t) and plans to bring drilling equipment there, so Santa Isabel drilling, expected since March, had still not started.

drilling progress report

Aurora Gold's Brazilian subsidiary says it has secured the mineral rights over the Branca de Neve property, next to Piranhas (combined holding 24,210 hectares), and reports rock chips of 32.3 to 208 g/t gold. The text describes an MOU/option: payments in Brazilian reais totalling R$675,000 between April 12, 2006 and October 12, 2008 (last R$500,000), a 0.75% royalty buyable for R$500,000, and the right to terminate at any time without owing later payments. The filing's wording is mixed ('secured the mineral rights' versus an MOU still to become an option), so the exact status of the rights is unclear from the text. These are surface samples, not drilling.

drilling result

Aurora Gold says it has negotiated a 5,000-metre drilling contract (with an option to extend) on Sao Domingos, with drilling scheduled to start in late April 2006. This is the first drilling contract in the filings and follows the earlier Sao Domingos rock-chip results (up to 42.56 g/t gold); the filing gives no contract cost or contractor name. The earlier plan was for drilling to begin at Santa Isabel in late March; this filing does not mention Santa Isabel.

drilling result

Aurora Gold's Brazilian subsidiary signed a non-binding-style Memorandum of Understanding giving it a 180-day review period on the Piranhas property in the Tapajos region, about 50 km NE of Sao Domingos. If it proceeds, it would sign an option to earn 100% through payments totalling USD $2,000,000 (June 30, 2006 USD 30k; July 21, 2006 USD 70k; July 2007 120k; July 2008 180k; July 21, 2009 USD 1.6M), with a 1.5% royalty to the vendor; it can terminate at any time without owing later payments. The company's view that the property could hold large gold bodies is its own opinion; this adds a third Tapajos property to the option pipeline alongside Sao Domingos and Sao Joao.

material agreement

Aurora Gold's wholly owned Brazilian subsidiary signed an option agreement on the Sao Domingos gold project in Para, Brazil, and has started early exploration with four target areas outlined. To earn 100% it must make cash payments totalling USD $1,026,000 between January 30, 2006 and December 30, 2008 (the last being USD $675,000), and the vendor keeps a 2.0% royalty that can be bought back for USD $500,000; the company can end the option at any time and owe no further payments.

material agreement

Aurora Gold's Brazilian subsidiary signed a second option agreement, on the Sao Joao gold project, about 20km west of Sao Domingos, and has started early exploration. To earn 100% it must pay USD $1,435,000 in instalments from April 12, 2006 to September 12, 2009 (the last being USD $1,250,000), with a 1.5% royalty to the vendor that can be bought back for USD $1,000,000; the company can terminate at any time without owing later payments.

material agreement

In Nov 2005 Aurora Gold added option agreements on the Ouro Mil (about 10,000 ha) and Sao Domingo (about 5,000 ha) projects in the Tapajos province, Para, Brazil, extending its Nova Porto start. Each lets it earn 100%: Ouro Mil for US$1,912,000 in total with a 1.5% royalty, and Sao Domingo for US$2,300,000 with a 2% royalty. It can withdraw at any time. Sao Domingo is the project later central to the company's plans.

material agreement

In Oct 2005 Aurora Gold took an option on the Nova Porto project (two licences, about 34,000 hectares) in the Tapajos gold province, Para, Brazil, and began sampling. It can earn 100% through payments starting at US$25,000 in Nov 2005, leaving the vendors a 2% royalty. It can withdraw at any time, and total payments would be US$4,050,000 for both licences if it goes the full way. This is the company's start in Brazil's Tapajos region.

material agreement

Aurora Gold raised US$650,000 by selling 13,000,000 shares at US$0.05 to non-affiliated offshore investors, closing July 13, 2005. This brings shares outstanding to 36,193,522, so existing holders are diluted.

capital raising announcement

In March 2005 Aurora Gold agreed with CCO Mineracao to buy 100% of the Matupa Gold Project in Mato Grosso, Brazil, for a total of US$3,350,000 over five and a half years, plus a 2.25% royalty on production. It can terminate on 30 days' notice. It also gave Neuer Kapital a 60-day right of first refusal to take over its interest, with Neuer paying US$50,000, 150,000 Neuer shares and reimbursement of costs and payments made to CCO. Neuer was said to expect to exercise it.

material agreement

In Feb 2001 Aurora Gold, through its subsidiary Aurora Metals (BVI), closed a deal with Billiton subsidiaries to fund zinc exploration on the Hammala and Kebbouch permits in northern Tunisia. Billiton bought $600,000 of units (857,143 at $0.70, each with a one-year $0.85 warrant) and can earn 51% by spending $1.0 million over two years, with a further option to reach 70%. Aurora Metals stays operator, and the Hammala permit is held under option from High Marsh Holdings, which carries a 2% royalty once vested.

farm in farm out agreement