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EX-10.1 - EXHIBIT 10.1 - AURORA GOLD CORPv324531_ex10-1.htm



Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


September 21, 2012

Date of Report (Date of earliest event reported)


Aurora Gold Corporation

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)



(Commission File Number)



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


C/- Coresco AG,

Level 3, Gotthardstrasse 20,

Zug, Switzerland 6304

(Address of principal executive offices)



(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 1. Registrant’s Business and Operations


Item 1.01 Entry into a Material Definitive Agreement


On September 21, 2012, Aurora Gold Corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) with Alltech Capital Limited (“Investor”), pursuant to which the Company agreed to sell, and the Investor agreed to purchase, 135,000,000 shares of the Company’s common stock for a purchase price of $5,000,000. The closing of the transaction contemplated by the Subscription Agreement is expected to occur no later than October 31, 2012, subject to each of the Company and Investor satisfactorily meeting or waiving the closing conditions contained in the Subscription Agreement. A copy of the Subscription Agreement is attached as Exhibit 10.1 hereto.


SECTION 7. Regulation FD


Item 7.01 Regulation FD Disclosure


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


10.1Subscription Agreement between Aurora Gold Corporation and Alltech Capital Limited dated September 21, 2012






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 September 27, 2012.


Aurora Gold Corporation


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