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EX-32.2 - EXHIBIT 32.2 - AURORA GOLD CORPv389445_ex32-2.htm
EX-31.1 - EXHIBIT 31.1 - AURORA GOLD CORPv389445_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - AURORA GOLD CORPv389445_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - AURORA GOLD CORPv389445_ex31-2.htm

 

AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

AMENDMENT NO. 2

TO

FORM 10-K

FOR THE FISCAL YEAR DECEMBER 31, 2013

 

x ANNUAL REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

¨ TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

 

Commission file number 000-24393

 

AURORA GOLD CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation or organization)

13-3945947

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

Coresco AG, Level 3, Gotthardstrasse 20, 6300 Zug, Switzerland

(Address of principal executive offices)

+41 41 711 0281

(Issuer’s telephone number)

 

 -

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.005 per share

(Title of each class)

 

Name of each exchange on which registered: OTCQB

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. .

¨ Yes x No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨Yes x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). xYes ¨ No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Yes x No

 

1 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Larger accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ý

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐Yes ý No

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $1,176,337 as of June 30, 2013.

 

There were 51,188,990 shares of common stock outstanding on March 31, 2014.

 

Documents incorporated by reference: None

 

2 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

  

EXPLANATORY NOTE

 

We are filing this Amendment No. 1 to Form 10-K in response to Staff comment letter dated September 16, 2014.

 

3 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

  

INDEX  
   
PART I 6
  ITEM 1 – DESCRIPTION OF BUSINESS 6
  ITEM 1A – RISK FACTORS 16
  ITEM 1B – UNRESOLVED STAFF COMMENTS 16
  ITEM 2 – DESCRIPTION OF PROPERTY 17
  ITEM 3 – LEGAL PROCEEDINGS 29
  ITEM 4 – MINING SAFETY DISCLOSURES 29
PART II 30
     
  ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES 30
  ITEM 6 – SELECTED FINANCIAL DATA 32
  ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 32
  ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 47
  ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 47
  ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 47
  ITEM 9A – CONTROLS AND PROCEDURES 47
  ITEM 9B – OTHER INFORMATION 49
PART III 50
     
  ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 50
  ITEM 11 – EXECUTIVE COMPENSATION 56
  ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 60
  ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 62
  ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES 63
PART IV 63
     
  ITEM 15 – EXHIBIT, FINANCIAL STATEMENT SCHEDULES 63
  EXHIBIT A 67
  FINANCIAL STATEMENTS 67
  CONSOLIDATED BALANCE SHEETS 69
  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 70
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY) 72
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 78

 

4 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Uncertainties Relating To Forward-Looking Statements

 

The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act (SEC) of 1934. These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.

 

In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports the Company files with the Securities and Exchange Commission.

 

The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this form are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.

 

All forward-looking statements are made as of the date of filing of this form and the Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The Company may, from time to time, make oral forward-looking statements. The Company strongly advises that the above paragraphs and the risk factors described in this Report and in the Company’s other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of the Company to materially differ from those in the oral forward-looking statements. The Company disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.

 

5 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

PART I

 

ITEM 1 – DESCRIPTION OF BUSINESS

 

Background

 

Organization

 

Aurora Gold Corporation ("the Company" or “Aurora”) was formed on October 10, 1995 under the laws of the State of Delaware and is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company’s focus is on the exploration and development of its exploration properties located in the Tapajos Gold Province, State of Pará, Brazil (refer Notes). The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and has not generated any operating revenues to date.

 

The Company is a junior mineral exploration company and conducts principal and technical activities from Coresco AG, Level 3, Gotthardstrasse 20, 6304 Zug, Switzerland. The telephone number is (+41) 41 711 0281. These offices are provided to the Company on a month-to-month basis. The Company believes these offices are adequate for the business requirements during the next 12 months. The Company does not own any real property.

 

Business Strategy

 

The general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. The continued operations and the recoverability of minerals are dependent upon the existence of economically recoverable mineral reserves, confirmation of interest in the underlying properties and ability to obtain necessary financing to complete the development and future profitable production. Since 1996 the Company acquired and disposed of a number of properties. The Company has not been successful in any exploration efforts to establish reserves on any of the properties owned by or in which the Company holds an interest.

 

The Company currently has an interest in a strategic land package of six (6) properties none of which contain any reserves. The Company has no revenues, has sustained losses since inception and has been issued an opinion by the auditors expressing substantial doubt about the ability to continue as a going concern. The Company will not generate revenues even if any of its exploration programs indicate that a mineral deposit may exist on the properties. Accordingly, the Company will be dependent on future financings in order to maintain operations and continue exploration activities.

 

Mining and Exploration Properties

 

The strategic objectives of the Company are to concentrate efforts on existing operations where infrastructure already exists, properties presently being developed or in advanced stages of exploration that have potential for additional discoveries and grass-roots exploration opportunities. The Company is currently concentrating on property exploration activities in Brazil.

 

The properties are in the exploration stage only and without a known body of mineral reserves. Development of the properties will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of the operations will be, in part, directly related to the cost and success of the exploration programs, which may be affected by a number of factors.

 

Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that planned production will result in a commercial success, as production is gold price and politically sensitive. Once production has commenced the Company is able to gauge the onward commercial viability of the project. There is no assurance that planned mineral exploration and development activities will result in any further discoveries of commercially viable bodies of mineralization. The long-term profitability of operations will be, in part, directly related to the cost and success of exploration programs, which may be affected by a number of factors.

 

6 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

During 2013 and the first fiscal quarter of 2014, the Company has been evaluating property holdings in order to determine whether to implement exploration programs on existing properties or to acquire interests in new properties.

 

The Company currently has an interest in six (6) properties located in Tapajos gold province in Para State, Brazil, collectively called the Sao Domingo project. The Company has conducted exploration activities on the properties and have ranked the properties in order of merit and may discontinue such activities and dispose of some of the rights to mineral exploration on the properties if further exploration work is not warranted.

 

The geology of the Săo Domingos property is predominantly composed of paleo-proterozoic Parauari Granites that play host to a number of gold deposits in the Tapajos Basin. Typical Granites of the younger Maloquinha Intrusive Suite have been noticed in the vicinity of the Fofoca resource area, and basic rocks considered to be part of the mesoproterozoic Cachoeira Seca Intrusive Suite occur around the Esmeril target area. The Săo Domingos property was a previous large alluvial operation, and the property area covers numerous areas of workings. The Săo Domingos property lies in the Tapajos Province of Para State, Brazil It is situated approximately 250 km SE of Itaituba, the regional center. Small aircraft service Itaituba daily and on occasions flights can be sourced via Manaus. Access from Itaituba to site is by small aircraft or unsealed road of average to poor quality. The road is subject to seasonal closures and ‘wet’ season site access is granted via light aircraft utilizing the local airstrip.

 

Tenures from the Department of National Production Minerals (DNPM) are disclosed in the aforementioned notes to the financial statements.

 

7 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Significant Developments in Fiscal 2013 and Subsequent Events to March 31, 2014

 

Exploration Activities

 

The planned activity for 2014 year is as follows:

 

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. The actual results could differ materially from those anticipated in these forward-looking statements. During the next 12 months the Company may raise additional funds through equity offerings and/or debt borrowing to meet the general and administrative operating expenses and to conduct work on exploration properties. There is, of course, no assurance that the Company will be able to do so and the Company does not have any agreements or arrangements with respect to any such financing. The exploration properties have not commenced commercial production and the Company has no history of earnings or cash flow from operations. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of properties, there is no assurance that any such activity will generate funds that will be available for operations.

 

The Company intends to concentrate exploration activities on the Brazilian Tapajos properties and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in other South American countries. Additional contractors and consultants may be hired on as and when the requirement occurs.

 

The exploration work program for the Fiscal 2014 will focus on the Brazilian properties. The Company intends to follow up results from previous work on the Sao Domingo property, including the previous drilling and mapping over the Fofoca resource area. Follow up evaluation of the geophysical anomaly west of Fofoca is required to test any strike continuity of potential economic mineralization. The Toucano occurrence will be the focus of channel and auger sampling and will be the focus of an elluvial and oxide small scale production scenario. This is follow up detailed sampling was in response to the high grade gold results noted from the oxide insitu material mapped during the 2012 and 2013 exploration phases.

 

Two grids were cut through the Fofoca west extension area and the area encompassing the Toucano gold occurrence. These areas were systematically sampled and results showed numerous and extensive zones of anomalous gold mineralization. Assays were submitted for ICP Multi element analysis and results contoured onto plans for review. The results are being analysed for their patterns as related to classic deposit types for the region. The strong variance in the copper anomalism noted between the Toucano grid and the Fofoca grid will be reviewed in relation to the possible timing of mineralizing events at project scale and compared to similar styles within the Tapajos region. The dispersion of the elements has greatly aided the morphological understanding of the lithologies of the project area, and will assist the technical team in targeting subsurface follow up work during the 2014 season. Subsurface exploration will include trenching and follow up drilling at both the Fofoca resource area and the initial drill testing at the Toucano gold occurrence. The technical team are confident that the numerous gold occurrences on the Sao Domingo property will be related to each other and that important path finder elements and structures will lead to more drill targets. The anticipated results should delineate further areas for alluvial/elluvial mining and bulk sampling targets, as well as provide further resource ounces at Toucano to compliment the current and expected increased resources at Fofoca.

 

Aurora continued the project wide evaluation of tailings and alluvial/elluvial potential. Results showed that follow up test work is recommended and Aurora has an application in place for a trial mining license to carry out bulk sampling of recovery potentially economic material. Concurrently a technical team has been assembled to continue the evaluation of both the alluvial/elluvial potential and the geometry of the hard rock mineralization in preparation for subsurface test work.

 

Results of the follow up exploration during 2013 identified further primary and placer gold occurrences, which were subsequently sampled for gold and associated minerals; cartographic archival data was reviewed, and follow on exploration recommendations and budgets established.

 

8 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Subject to receipt of financing, Aurora intends to execute a 3 Stage Exploration Plan

 

Stage 1. Total meters drilled will be a maximum of 1,000. Budget US$350,000

 

Stage 2. Total meters drilled will be a maximum of 2,000. Budget US$700,000

 

Stage 3. Combined with stage 2 and includes tenement wide Auger program to comply with the Department of National Petroleum Minerals (“DNPM”) resource determination. Budget US$1,000,000

 

Stage 1 program:

 

·Appraisal of grade and strike continuity to the North East and South West of the current garimpeiro workings at Toucano.

 

·Test the mineralization below these workings. To date, the garimpeiros have worked the upper oxide component of the mineralised material which comprises of an altered stock work within Parauari granites. Silica and pyrite are common in the higher grade zones and has a distinctive greyer colouring giving some visual control on minerialization trends.

 

·A 100m spaced series of grid lines grid are planned with one drill hole on each section, (geologist discretion), targeting the minerialization. The target is to intersect minerialization at or near the transition zone of Oxide to Sulphide, estimated within 30 to 40m from surface. It is anticipated that hole depths, inclined at -600 to 325 will be in the range of 60m to 100m. Orientation data is based on previous work within the Toucano pit area. The strike extent was also interpreted from geochem sampling of the area and which complimented technical measurements done on the oxide insitu lithologies.

 

·First drill hole, TOU001, will be targeting minerialization in hanging wall and below the current workings. Following holes are designed to test the strike between the previous garimpeiro workings and to trace out the soil geochem results. QA,QC –monitored by the site manager and using commercial standards.

 

Stage 2 program:

 

This program designed to follow up on any strike continuity and to infill drill lines with a view to blocking out mineralised material.

 

Stage 3 program:

 

·Auger drilling across the entire Toucano grid.

 

·Planned for 1,250 auger locations.

 

·Contractor –Explorer Ltda (local exploration Co).

 

·Auguring would be done down to auger refusal.

 

·Samples would be collected on a 1m basis and sent for analysis in 2m composites or greater basis, based on field observations and experience during the program.

 

·Any higher grade samples would then have the 1m fractions of the those intervals sent for reanalysis on a meter by meter basis.

 

9 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

The Company has set up a field operations center at the Sao Domingos property and intend to continue to focus exploration activities on anomalies associated with the Sao Domingos property. During 2013 the Company explored an area of approximately 60 acres of land on the fringe of the Sao Domingo town ship and constructed an additional field base to house and service the increased staff and equipment. The new field camp is located approximately 2 kilometers from the Sao Domingo technical office which is located in town center of Sao Domingo. The Company selected the Săo Domingos property based on its proximity to the other properties, and the logistics currently in place. Access to the Săo Domingos property is by light aircraft to a well-maintained strip, by road along the government maintained Trans Garimpeiro highway, and by boat along the multitude of waterways in the Amazon Basin.

 

The company also intends to expand the current infrastructure on Sao Domingo to include further staff accommodation, office space, workshops for heavy machinery and upgrade the current onsite laboratory for assaying. Currently the Company has a budget for exploration and alluvial/elluvial mining, and is ready to utilise the trial mining license once issued. The exploration phase during 2013, coupled with data from previous campaigns has shown the project has great potential to host significant economic alluvial/elluvial and hard rock mineralization.

 

Aurora continues to work closely with Haywood Securities Inc., as the Company’s advisors and sponsoring broker, to complete its application for the Toronto Stock Exchange –Venture (TSX-V). Completion of the site visit by Geosure Geological Consultants from Australia, the Company’s independent technical qualified person, marked the final stage of the independent technical report, NI43-101, required for the new listing of Aurora.

 

10 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

São Domingos Project in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil.

 

In Brazil, Aurora has six (6) properties with an approximate total of 16,590 ha within the Tapajos Gold Province. The Exploration licence areas are located in the vicinity of the Săo Domingos Township. The Company has conducted various degrees of exploration activities on the properties and ranked the mineralized occurrences in order of merit and may discontinue such activities and dispose of some of the rights to mineral exploration on parts of the property if further exploration work is not warranted. A summary of these properties approved by the Department of National Production Minerals (DNPM) is set out below.

 

a)DNPM Process 850.684/06 1,985.91 ha
b)DNPM Process 850.782/05 6,656.20 ha
c)DNPM Processes 850.012/06 and 850.013/06; 1128.08 ha and 750.55 ha respectively
d)DNPM Process 850.119/06 1,068.72 ha
e)DNPM Process 859.587/95 5,000.00 ha

 

São Domingos Project in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil.

 

a)DNPM Processes 850.684/06: 1,985.91 ha

 

Aurora has good title over the mineral rights object of the DNPM Process No. 850.684/06, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. Aurora is the sole registered and beneficial holder of and owns and possesses good title to the referred mineral rights. On September 13, 2006 Aurora submitted to DNPM one Exploration Claim for gold covering an area of 4914.18 ha in the Municipality of Itaituba, State of Pará. According to the information obtained such claim was correctly prepared and the required documents are in place but the area will be reduced to 1,985.91 due to overlapping with third parties’ areas with priority rights. The Exploration Permit has not been granted yet. The above-mentioned area is not related to any payments or royalties to third parties since Aurora claimed them directly.

 

b)DNPM Processes 850.782/05: 6,656.20 ha

 

Aurora has good title over the mineral rights object of the DNPM Process No. 850.782/05, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes.  On November 8, 2005 it was submitted to DNPM the Exploration Claim for gold in the Municipality of Itaituba, State of Pará.  The Exploration Permit was granted on November 28, 2006 for a 3 (three) year period.  The transfer to Aurora was approved on March 24, 2009 and on September 28, 2009 it was requested the renewal of the Exploration Permit.  This area was reduced from 6,756 ha to 5,651.98 ha due to the overlapping with Garimpeira (alluvial) Mining properties held by Mr. Celio Paranhos.  However the DNPM ́s general attorney in Brasilia agreed with Aurora’s legal thesis and nullified all applications filed by Mr. Paranhos (about to 1,900 applications).  A new Exploration Permit rectifying the previous one was granted on August 20, 2010 for a 3 (three) year period, for an area of 6,656.20 hectares.  An application has been lodged for the extension of the license and Aurora is awaiting the results of this. The Annual Fees per Hectare (TAHs) for the 1st and 2nd years of the extension period have been properly paid.  The annual fee for the third year was paid in January 2013.  No payments or royalties are due regarding the DNPM Process 850.782/05 since it was acquired through a permutation agreement with Altoro Mineração Ltda.

 

c)DNPM Processes 850.012/06 and 850.013/06: 1,128.08 ha and 750.55 ha respectively

 

The exploration claims were submitted to DNPM on January 19, 2006, for gold covering an area of 1,128.08 ha and 750.55 ha respectively, in the Municipality of Itaituba, State of Pará. According to information obtained such claims were correctly prepared and the required documents are in place. The tenements 850.012/06 and 850.013/06 are held by Mr. Antonio Oliveira Ferreira and were submitted to DNPM on January 19, 2006. The tenements are located at Itaituba, State of Pará and are valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes, but the area was blocked since it is inside of a Garimpeira Reserve. The transfer to Aurora will be submitted after the Exploration Permits are granted. There are no payments or royalties related to the tenements according to the agreement entered into with the previous owner.

 

11 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

d)DNPM Process 850.119/06: 1,068.72 ha

 

Direct access to the files of this Project at DNPM’s office were not sited, however analysis is based on the then current information provided on DNPM’s website. The exploration claim was submitted to DNPM on March 7, 2006, for gold covering an area of 1,068.72 ha, in the Municipality of Itaituba, State of Pará. Aurora has good title over the mineral rights object of the DNPM Process No. 850.119/06, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. Aurora is the sole registered and beneficial holder of and owns and possesses good title to the referred mineral rights. The Exploration Permit has not been granted yet. The above-mentioned area is not related to any payments or royalties to third parties since Aurora claimed them directly.

 

e)DNPM Process 859.587/95: 5,000 ha

 

The tenement 859.587/95 is held by Aurora and is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. It is located at the Municipality of Itaituba, State of Pará. On November 27, 1995 it was submitted to DNPM the Exploration Claim for gold. The Exploration Permit was granted on September 15, 2006 for a 3 (three) years period covering an area of 5000 ha, and it was valid until September 15, 2009. On July 15, 2009 it was requested the renewal of the Exploration Permit, which was granted on June 14, 2012. The renewal is valid until June 14, 2015, when a Final Report must be submitted to DNPM with the results of the Exploration Activities. In order to have a Mining Permit granted, Aurora must present the Economic Exploitation Plan and the Mining Concession Request in one year from the approval of the Final Report.  

 

12 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Exploration expenditures

 

For fiscal years ended December 31, 2013 and 2012, the Company recorded exploration expenses of $1,682,767 and $332,785 respectively.

 

Financing Activities:

 

There were no financing activities during the fiscal year ended December 31, 2013. The Company intends to continue financing activities by raising capital through the equity markets. We cannot guarantee that we will be successful in obtaining sufficient equity financing to carry out our business plans.

 

On October 5, 2012, the Company, completed the sale of 27,000,000 shares of the Company’s common stock for a purchase price of $5,000,000, to Alltech Capital Limited pursuant to the terms of a subscription agreement entered into between the Company and the Alltech Capital Limited dated September 21, 2012. As a result of the sale of 27,000,000 shares of the Company’s common stock of approximately 54%, a change in control of the Company has occurred. 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. 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.

 

On June 5, 2013, Aurora Gold Corporation (the “ Registrant ”), pursuant to the provisions of Rule 477 promulgated under the Securities Act of 1933, as amended, filed a Pre-Effective Amendment No.1 to withdraw the Registration Statement on Form S-1, File No. 333-185908 (the “ Registration Statement ”), to deregister all of the 27,000,000 shares (the “ Shares ”) of the Registrant’s common stock, par value $0.005, originally registered pursuant the Registration Statement on behalf of the Selling Shareholder named therein. The Registration Statement has not been declared effective; accordingly, none of the Shares have been or will be offered pursuant to the Registration Statement. The Registrant confirms its understanding that the fee paid upon the filing of the Registration Statement will not be refunded.

 

In October 2011 the Company filed a Registration Statement on Form S-1 offering up to a maximum of 10,000,000 units of the Company's securities at an offering price of $0.50 per Unit in a direct public offering, without any involvement of underwriters or broker-dealers. Each Unit consists of one (1) share of common stock at a $0.005 par value per share and one (1) Stock Purchase Warrant. Each full Warrant entitles the holder to purchase one additional share of common stock at a price of $1.00 for a period of two years commencing November 1, 2011 through October 31, 2013. The Units will be sold by the Chief Executive Officer and Chief Financial Officer. A Notice of Effectiveness was issued April 25, 2012. The offer expired January 20, 2013. No funds have been obtained from this offering.

 

On April 16, 2012, the Company entered into subscription agreements for 263,200 shares of common stock at a purchase price of $0.30 per share for a gross aggregate price of $78,960. Pursuant to the subscription agreements, each of the Investors has represented that they are not a U.S. person; as such term is defined in Regulation S. In connection with the offering, the Company has agreed to pay a cash commission equal to 8% of all funds received or an aggregate of up $48,000 on the total maximum $600,000 subscription.

 

During April 2012, the Company entered into a debt settlement agreement for $18,000 in accounts payable which was settled for 60,000 shares of common stock at an issue price of $0.30 per share.

 

During March 2012, the Company entered into debt settlement agreements for advances received from a director of the Company and a company during fiscal 2011 as well as $14,454 of amounts in accounts payable and accrued expenses. $119,454 was settled for 398,180 shares of common stock at an issue price of $0.30 per share.

 

In March 2012, the Company entered into subscription agreements for 125,044 shares of common stock at a purchase price of $0.30 per share for a gross aggregate price of $37,513. Share certificates were not issued as at March 31, 2012 and they were treated as an Advance for Stock Subscriptions. The share certificates were issued in April 2012. Pursuant to the subscription agreements, each of the Investors has represented that they are not a U.S. person; as such term is defined in Regulation S. In connection with the offering, the Company has agreed to pay a cash commission equal to 8% of all funds received or an aggregate of up $48,000 on the total maximum $600,000 subscription that is being offered.

 

13 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Exploration Activities

 

The Company is a junior mineral exploration company and conducts principal and technical activities from Coresco AG, Level 3, Gotthardstrasse 20, 6304 Zug, Switzerland. The telephone number is +41 41 711 0281. These offices are provided to the Company on a month-to-month basis. The Company believes these offices are adequate for the business requirements during the next 12 months. The Company does not own any real property.

 

The strategic objectives of the Company are to concentrate efforts on existing operations where infrastructure already exists, properties presently being developed or in advanced stages of exploration that have potential for additional discoveries and grass-roots exploration opportunities. The Company is currently concentrating on property exploration activities in Brazil.

 

The properties are in the exploration stage only and without a known body of mineral reserves. Development of the properties will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of the operations will be, in part, directly related to the cost and success of the exploration programs, which may be affected by a number of factors.

 

The Company currently has an interest in a strategic land package of six (6) properties none of which contain any reserves.

 

Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. The actual results could differ materially from those anticipated in these forward-looking statements. During the next 12 months the Company may raise additional funds through equity offerings and/or debt borrowing to meet the general and administrative operating expenses and to conduct work on exploration properties. There is, of course, no assurance that the Company will be able to do so and the Company does not have any agreements or arrangements with respect to any such financing. The exploration properties have not commenced commercial production and the Company has no history of earnings or cash flow from operations. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of properties, there is no assurance that any such activity will generate funds that will be available for operations.

 

Distribution Methods of Products and Services

 

The Company is a mineral exploration company and is not in the business of distributing any products or services.

 

Status of any Publicly Announced New Product or Service

 

The Company has no plans for new products or services not already offered.

 

Competitive Business Conditions and Competitive Position in the Industry and Methods of Competition

 

Vast areas of Brazil have been explored and in some cases staked through mineral exploration programs. Vast areas also remain unexplored.  The cost of staking and re-staking new mineral claims and the costs of most phase one exploration programs are relatively modest.  Additionally, in many more prospective areas, extensive literature is readily available with respect to previous exploration activities.  These facts make it possible for a junior mineral exploration company such as Aurora to be very competitive with other similar companies. The Company is also competitive with senior companies who are doing grass roots exploration. In the event exploration activities uncover prospective mineral showings, the Company anticipates being able to attract the interest of better financed industry partners to assist on a joint venture basis in more extensive exploration. The Company is at a competitive disadvantage compared to established mineral exploration companies when it comes to being able to complete extensive exploration programs on claims which held or that may be held in the future.  If the Company is unable to raise capital to pay for extensive claim exploration, the Company will be required to enter into joint ventures with industry partners that will result in the interest in the claims being substantially diluted.  

Management of the Company remains committed to building a portfolio of mineral exploration properties principally through their own efforts. The Company is a small entity in a large competitive industry with many other junior exploration companies evaluating and re-evaluating prospective mineral properties in Brazil.

 

14 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Sources and Availability of Raw Materials and the Names of Principal Suppliers

 

As a mineral exploration company, the Company does not require sources of raw materials and does not have principal suppliers in the way, which applies to manufacturing companies.  The raw materials are, in effect, mineral exploration properties staked or acquired from third parties. The management team seeks to assemble a portfolio of quality mineral exploration properties in Brazil and elsewhere in South America, and continues to review any properties, worldwide, that may fall within the scope of the management and technical teams’ expertise. Initially, the Company operates in the field with the president and various consultants on an as needed basis.  This enables the Company to assemble a portfolio of properties through grass roots exploration and staking.  The Company will also acquire new properties via option agreements when new properties can be acquired on favorable terms.

 

Dependence on One or a Few Major Customers

 

The Company is in the business of mineral exploration.  The Company does not sell any product or service and therefore has no dependence on one or a few major customers.

 

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration

 

The Company does not own any patents or trademarks.  The Company is not party to any labor agreements or contracts.  Licenses, franchises, concessions and royalty agreements are not part of the business.

 

Need for any government approval of principal products or services

 

As a mineral exploration company, the business does not require extensive government approvals for principal products or services.  The Department National Production Minerals (DNPM) of Brazil outlines and governs the work that can be done on mining claims in Brazil.

 

In the event mining claims acquire in the future prove to host viable ore bodies, the Company would likely sell or lease the deposit to a company whose business is the extraction and treatment of ore. This company would undertake the sale of metals or concentrates and pay us a net smelter royalty as specified in a future lease agreement.  All responsibility for government approvals pertaining to mining methods, environmental impacts and reclamation would be the responsibility of this contractor.  All costs to obtain the necessary government approvals would be factored into technical and viability studies in advance of a decision being made to proceed with development of an ore body.

 

The mining industry in Brazil is highly regulated.  The president and various consultants have extensive industry experience and are familiar with government regulations respecting the initial acquisition and early exploration of mining claims in Brazil and many other countries in South America, Australia, Africa, Kazakhstan and the former Soviet Union. The Company is required under law to meet government standards relating to the protection of land and waterways, safe work practices and road construction. The Company is unaware of any proposed or probable government regulations that would have a negative impact on the mining industry in Brazil. The Company proposes to adhere strictly to the regulatory framework, which governs mining operations in Brazil.

 

Effect of existing or probable governmental regulations on the business

 

Management is unaware of any existing or probable government regulations, which would have a positive or negative impact on the Company.

 

Costs and effects of compliance with environmental laws (federal, state and local)

 

At the present time, the costs of compliance with environmental laws are minimal.  In the event that claims, which may be, acquired in the future host a viable ore body, the costs and affects of compliance with environmental laws will be incorporated in the exploration plan for these claims. Qualified mining engineers will prepare these exploration plans.

 

15 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Number of total employees and number of full time employees

 

The Company does not have employees. The Company does appoint contractors and consultants. As of March 31, 2014, the Company had on call between 10 to 24 contractors and consultants.

 

ITEM 1A – RISK FACTORS

 

Aurora is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

 

ITEM 1B – UNRESOLVED STAFF COMMENTS

 

Aurora is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. However, at the time of this filing, Aurora has not resolved comments from the Staff’s letter of August 7, 2014.

 

16 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

ITEM 2 – DESCRIPTION OF PROPERTY

 

Office Premises

 

The Company conducts principal and technical activities from Coresco AG, Level 3, Gotthardstrasse 20, 6304 Zug, Switzerland. The telephone number is +41 41 711 0281. These offices are provided to the Company on a month-to-month basis. The Company believes these offices are adequate for the business requirements during the next 12 months. The Company does not own any real property. Aurora maintains its statutory registered agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014.

 

Mining and Exploration Properties

 

The Company was incorporated under the laws of the State of Delaware on October 10, 1995, under the name "Chefs Acquisition Corp." Initially formed for the purpose of engaging in the food preparation business, the Company redirected business efforts in late 1995 following a change of control, which occurred on October 30, 1995, to the acquisition, exploration and development of mineral resource properties. The Company name changed to “Aurora Gold Corporation” on August 20, 1996 to more fully reflect the resource exploration business activities.

 

The general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. The continued operations and the recoverability of minerals are dependent upon the existence of economically recoverable mineral reserves, confirmation of interest in the underlying properties and ability to obtain necessary financing to complete the development and future profitable production. Since 1996 the Company acquired and disposed of a number of properties. The Company has not been successful in any exploration efforts to establish reserves on any of the properties owned by or in which the Company holds an interest.

 

The Company currently has an interest in a strategic land package of six (6) properties none of which contain any reserves. The Company has no revenues, has sustained losses since inception and has been issued an opinion by the auditors expressing substantial doubt about the ability to continue as a going concern. The Company may not generate revenues even if any of its exploration programs indicate that a mineral deposit may exist on the properties. Accordingly, the Company may be dependent on future financings in order to maintain operations and continue exploration activities.

 

The Company has not been involved in any bankruptcy, receivership or similar proceedings.

 

The strategic objectives of the Company are to concentrate efforts on existing operations where infrastructure already exists, properties presently being developed or in advanced stages of exploration that have potential for additional discoveries and grass-roots exploration opportunities. The Company is currently concentrating on property exploration activities in Brazil.

 

The properties are in the exploration stage only and without a known body of mineral reserves. Development of the properties will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of the operations will be, in part, directly related to the cost and success of the exploration programs, which may be affected by a number of factors.

 

Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that planned production will result in a commercial success, as production is gold price and politically sensitive. Once production has commenced the Company is able to gauge the onward commercial viability of the project. There is no assurance that planned mineral exploration and development activities will result in any further discoveries of commercially viable bodies of mineralization. The long-term profitability of operations will be, in part, directly related to the cost and success of exploration programs, which may be affected by a number of factors.

 

 

17 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

During 2013 and the first fiscal quarter of 2014, ended March 31, 2014, the Company has been evaluating property holdings in order to determine whether to implement exploration programs on existing properties or to acquire interests in new properties.

 

SAO DOMINGO EXPLORATION COSTS- LIFE TO
DATE [In US Dollars]
  as at 31
Dec.2013
 
     
EXPLORATION GENERAL   332,785 
      
EXPLORATION ASSAYING   31,611 
      
EXPLORATION DRILLING   9,690 
      
EXPLORATION FIELD AND CAMP COSTS   616,027 
      
EXPLORATION GEOLOGICAL CONSULTING   544,526 
      
EXPLORATION LICENSES   26,990 
      
EXPLORATION SALARY AND WAGES   257,058 
      
EXPLORATION TRAVEL AND HELICOPTER   196,858 
      
TOTAL EXPLORATION COSTS:   2,015,544 

 

The Company currently has an interest in six (6) properties located in Tapajos gold province in Para State, Brazil, collectively called the Sao Domingo project. The Company has conducted exploration activities on the properties and have ranked the properties in order of merit and may discontinue such activities and dispose of some of the rights to mineral exploration on the properties if further exploration work is not warranted.

 

The geology of the Săo Domingos property is predominantly composed of paleo-proterozoic Parauari Granites that play host to a number of gold deposits in the Tapajos Basin. Typical Granites of the younger Maloquinha Intrusive Suite have been noticed in the vicinity of the Fofoca resource area, and basic rocks considered to be part of the mesoproterozoic Cachoeira Seca Intrusive Suite occur around the Esmeril target area. The Săo Domingos property was a previous large alluvial operation, and the property area covers numerous areas of workings. The Săo Domingos property lies in the Tapajos Province of Para State, Brazil It is situated approximately 250 km SE of Itaituba, the regional center. Small aircraft service Itaituba daily and on occasions flights can be sourced via Manaus. Access from Itaituba to site is by small aircraft or unsealed road of average to poor quality. The road is subject to seasonal closures and ‘wet’ season site access is granted via light aircraft utilizing the local airstrip.

 

Tenures from the Department of National Production Minerals (DNPM) are disclosed in the aforementioned notes to the financial statements.

 

In Brazil, Aurora has six (6) properties with an approximate total of 16,590 ha within the Tapajos Gold Province. The Exploration licence areas are located in the vicinity of the Săo Domingos Township. The Company has conducted various degrees of exploration activities on the properties and ranked the mineralised occurrences in order of merit and may discontinue such activities and dispose of some of the rights to mineral exploration on parts of the property if further exploration work is not warranted. A summary of these properties approved by the Department of National Production Minerals (DNPM) is set out below.

 

a)DNPM Process 850.684/06 1,985.91 ha
b)DNPM Process 850.782/05 6,656.20 ha
c)DNPM Processes 850.012/06 and 850.013/06; 1128.08 ha and 750.55 ha respectively
d)DNPM Process 850.119/06 1,068.72 ha
e)DNPM Process 859.587/95 5,000.00 ha

 

18 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Access and infrastructure.

 

Itaituba is a township with a population of approximately 120,000, which predominantly supports artisanal mining, farming, agriculture and fishing, and is located approximately 240 kms north of the project area. Itaituba is situated between Belem and Manaus - both are cities of greater than two million people and are located on the Amazon River.

 

 

19 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

The Săo Domingos property was a previous large alluvial operation, and the property area covers numerous areas of workings. The Săo Domingos property lies in the Tapajos Province of Para State, Brazil It is situated approximately 250 km SE of Itaituba, the regional centre. Small aircraft service Itaituba daily and on occasions flights can be sourced via Manaus. Access from Itaituba to site is by small aircraft to an airstrip located on the verge of the Township and/or via sealed and unsealed roads. The road is subject to seasonal closures and ‘wet’ season site access is granted via light aircraft utilizing the local airstrip.

 

The company has a house located in the township of Sao Domingo which provides office, messing and storage facilities to the field staff. The company has also acquired an area of 30 acres of land proximal to the Toucano target area, where a 10 man camp and messing facilities were constructed via a local contractor.

 

The project area has a series of unsealed roads that allow vehicular access to most areas of interest, after which short traverses on foot can access areas of interest.

 

The Sao Domingo Township provides adequate access to unskilled and semi-skilled labour, along with limited workshops and provision stores.

 

Project Geology

 

 

20 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

The geology of the São Domingós property is predominantly composed of paleoproterozoic Parauari Granites that play host to many gold deposits in the Tapajós Basin. Granites typical of the younger Maloquinha Intrusive Suite have been noticed in the project area, and basic rocks considered to be part of the mesoproterozoic Cachoeira Seca Intrusive Suite occur around the Esmeril area.

 

Within the São Domingós project area the main structures strike NE-SW to E-W. Nearly all documented quartz veins run parallel to this general tectonic trend. Gold, silver, sphalerite, galena, pyrite, chalcopyrite, millerite, malachite and azurite are common minerals found within the rocks within the São Domingós project area. Mineralised rocks in the project area can have elevated copper and oxidised specimens can show significant azurite and malachite.

 

The Fofoca prospect lies NNE of the village of São Domingós. Previous work by garimpeiros is obvious by the presence of a water filled pit, anecdotally 30 metres deep in some parts, excavated during the 1990’s by garimpeiros exploiting an east west striking quartz vein and adjacent stockwork system. The water filled pits follow the vein and continue to the east where it splits into two pits. It is possible that these pits represent a bifurcation of the vein. Water ingress and poor wall instability saw the cessation of excavation and subsequently old stockpiles were re-treated. The area may have been subject to late stage faulting which has resulted in offsetting the mineralised structure. This 'offsetting' NE-SW trending fault is as yet untested by drilling, but a recent geophysical survey supports the interpretation. This model suggests that the Cachoeirinha prospect is in fact the western off set extension of Fofoca.

 

Diamond drilling has defined an E-W striking quartz vein of approximately 300 metres in strike length at Fofoca. This structure, which is in the order of 0.5 to 1 metres wide and hosted within the Parauari Granites, is the core of the mineralised zone at Fofoca. Around the ‘high grade’ core of quartz veining associated sulphides and weakly developed stockwork is a ‘low grade’ alteration halo. The stockwork appears poorly developed and is spatially restricted, so mineralization does not extend to any significant distance from the primary vein and thus contacts can be considered sharp. The Fofoca vein has been intersected at depths of over 150 metres and is still considered open at depth, one of the targets of the ill-fated 2008 Fofoca drill program was to target extensions of mineralization at depth. Along strike and down dip the vein is interpreted to vary in thickness locally but to no significant degree. The current interpretation is that the Fofoca vein is terminated to the west by late stage faulting and that the Cachoerinha mineralization is the offset continuation of Fofoca some 400 metres west. A creek crosses the Fofoca vein to the east and to the author's knowledge no work has been down to close of the mineralization to the east, as such it still remains open.

 

Gold, sphalerite, galena, pyrite and chalcopyrite are commonly associated with the Fofoca vein and where no petrographic, though it is believed that gold mineralization is in some way associated with sulphide mineralogy. Further work needs to be completed better understand the geochemical characterisation of the mineralization at Fofoca and to use this knowledge as an exploration model for other targets in the project area. Initial geological mapping indentified the occurrence of ’red’ granite considered to be part of the Maloquinha Intrusive Suite. At least three deformation events have been seen in field observations, but the dominant feature seems to strike approximately ENE-WSW. Around old workings highly altered and weathered granitic rocks as well as and tuffaceous volcanic rocks and breccias have been identified.

 

The property is in an evaluation state whereby previous work is being reviewed in order to prioritise targets for follow up drilling as part of the value adding process.

 

21 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

All power for the Sao Domingo property is via generators. The company has a series of generators to meet the needs of office functions, pumping and any three phase requirements for work shop related matter. Water is pumped from catchment areas and collected in tanks from natural rain water. The area has several permanent small rivers and creeks which provide ample water to the area throughout the year.

 

QAand QC of exploration samples

 

Drilling

 

A total of 1,528 drill core samples were submitted to SGS Lakefield Geosol Laboratórios Ltda for chemical analysis from the two drilling campaigns in the Fofoca prospect in 2006 and 2007 (1,359 in 2006 and 169 in 2007 respectively). Drilling was supervised by the Aurora geological team who inspected individual runs and ensured good recoveries and that depths and orientations were reconciled. Core was stored in labeled boxes at the drill site and transported securely by Aurora personnel to the Aurora core farm daily. Core was laid out for processing in the a purpose built core shed. Here core was logged lithologically and geotechnically, no RQD recovery measurements were taken. Limited structural data was captured. The core was marked up for sampling and photographed. The sample numbers were written on the wooden core boxes making it easier to sample and for future reference. Sample length varied enormously with samples varying from less than 70cm to over 6 metres in length. Quartz veining was sampled at a maximum interval of approximately 1 metre. Drill cores was sampled on site by cutting in half along the orientation line (no or little control on which half was sampled). The practice of cutting core along the orientation line should be avoided in future as this reference may be required if further geotechnical information is required from the core. Sample intervals were determined on different characteristics and mainly according whether the material was quartz vein or not, the sampling practise should be reviewed particularly given the limited geological knowledge which exits in relation to Fofoca and the other deposits of the area. All core was placed and secured in calico sample bags with sample numbers printed on the calico bags and also present on a 'ticket' placed inside the bag with the sample. Samples were logged and secured in larger polyweave sacks in consecutive sample order for secure transport to Itaituba for sample preparation at SGS laboratories sample preparation facility. All sampling and sample dispatch was done under the supervision of Aurora geology staff.

 

All samples used for validation and interpretation and in the mineralised material estimate were processed by SGS Lakefield Geosol Laboratórios Ltda, a global laboratory network who operate under ISO guidelines and are certified to ISO 9001:2000 industrial standards. SGS have preparation facilities and laboratories all over South America which included Itaituba at the time. Wet laboratory analyses for these samples were also processed by SGS of Brazil at their Belo Horizonte facilities. SGS was engaged as a commercial laboratory for analyses of samples and samples were prepared and analyzed under commercial terms. No relationship beyond service supplier and client exist between Aurora Gold Corporation and SGS Lakefield Geosol Laboratórios Ltda.

 

22 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Samples were securely shipped from São Domingós to the SGS sample preparation facility in Itaituba. Samples were dried at 105°C for a minimum of eight hours, then crushed to <2mm in a jaw crusher and samples were then split and quartered. A 250 gram fraction was pulverised in ring and puck pulverizer to pass through –150 mesh, with a laboratory standard of more than 80% passing. No grind checks were submitted to Geosure for validation. A representative portion of the pulverised 250 gram fraction was split in a riffle splitter and then sent to Belo Horizonte for quantitative chemical analysis at SGS’s wet laboratory.

 

Samples were analysed for Au by fire assay (FA) in 50 gram beads, with an atomic absorption spectrometry (AAS) finish. A further 32 elements were determined by inductively coupled plasma mass spectrometry (ICP-MS).

 

Soils

 

In May-July 2013 the Fofoca Site was surveyed by geochemical profiling over the 100x20 m survey grid. A total of 1237 samples were collected in the course of implementation of the geochemical sampling program. All samples were analysed for 36 elements by the inductively coupled plasma-mass spectrometry method (ICP-MS) (Table 1) at the international accredited laboratory AcmeLabs, Vancouver, Canada. Each batch of samples included blank samples (blanks), standard samples (SRM) and duplicate samples. Every 100 samples included 2 duplicate samples, 2 standard samples (standard OxD108 - 0,414 ppm Au; and standard OxJ95 - 2,337 ppm Au), and one blank sample. Thus, 5% quality control was maintained.

 

Map provided by Dmitry Makarov a geologist for the Company.

 

23 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

 

BRAZILIAN EXPLORATION PERMIT PROCESS

 

APPLICATION

 

In order to obtain a mineral exploration permit, the interested party must present an application addressed to the DNPM, containing the following information and documentation:

 

(i)For individuals, name and proof of Brazilian nationality, marital status, occupation, domicile and number of enrolment with the Individual Taxpayers’ Registry of the Ministry of Finance (CPF/MF). For companies, corporate name, number of registration of the company’s articles of association/by-laws at the proper commercial registry, head office address and number of enrolment with the National Registry of Legal Entities (CNPJ);

 

(ii)Proof that the corresponding fees have been paid;

 

(iii)Designation of the substances to be prospected for;

 

(iv)Indication of the surface extension of the area applied for, expressed in hectares, and the municipality and state where the property is located;

 

(v)Memorandum containing the description of the requested area;

 

24 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

(vi)Plan map of the location of the area, indicating the graphic definition and the main cartographic elements of the area; and

  

(vii) Prospecting work plan, including the budget and the schedule for the performance of the work.

 

Non-presentation of the documents listed above will cause prompt dismissal of the application by the DNPM. The applicant will be entitled to complete any missing information or documentation within 60 days from the publishing of the notice to meet such requirements by the DNPM. A fee must be paid by the applicant presenting the application to the DNPM.

 

PRIORITY RIGHTS

 

The applicant for a mineral exploration permit, whose application is related to an area considered as free, shall be granted the priority in obtaining the respective title. Therefore, the first application presented to the DNPM for a certain area shall constitute, in general, a priority right. The area will be considered as free when:

 

(i)the area is not bound to any other exploration permit, permit registration, mining concession, mine manifest, aerial geological recognizance permission, or any extraction registration by the federal, state and municipal agencies of the direct administration or by independent governmental agencies;

 

(ii)the area is not the object of a previous application for an exploration permit, or in cases where there is a previous application, such previous application is subject to prompt dismissal;

 

(iii)the area is not the object of a previous permit registration request, or if tied to a permit, the registration of such permit will be requested within 30 days of its issuance date;

 

(iv)the area is not the object of a previous extraction registration request filed by any federal, state and municipal agencies of the direct administration or by independent agencies;

 

(v)the area is not tied to a request for renewal of an exploration permit, presented in time and pending approval;

 

(vi)the area is not tied to an exploration permit with a final report presented in time and pending approval; and

 

(vii)the area is not bound to an exploration permit with a final report approved and the legal right to request the mining concession still in force.

 

SIZE OF AREA

 

The mineral exploration permits are limited to the following maximum areas:

 

(i)2,000 hectares for deposits of metalliferous mineral substances, mineral fertilizers, coal, diamonds, bituminous and pyrobituminous rocks, turf and salt-gem;

 

(ii)50 hectares for deposits of sands, gravels and grits for the immediate use in the construction industry; rocks and mineral substances for paving blocks, curbstones, gutters, posts and the like; clay used to manufacture ceramics; rocks, stamped for immediate use in construction industry and limestone used as soil corrective element in agriculture; mineral waters, bottled and drinking waters; sands for industrial use; feldspar; gems (except diamonds); ornamental stones and micas;

 

(iii)1,000 hectares for deposits of mineral external rocks and other substances not indicated in items (i) and (ii) above;

 

(iv)10,000 hectares for deposits of minerals indicated in item (i) above for areas located in the Amazônia Legal; and

 

(v)5 hectares for deposits of mineral substances for the immediate use in the construction industry, which extraction will be carried out by the federal, state and municipal agencies of the direct administration or by independent agencies.

 

25 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

DURATION

 

A mineral exploration permit shall be valid and legally in force for a minimum of one year and a maximum of three years from the date of its issuance. Said permit can be successively renewed at the discretion of the DNPM, upon the request of the titleholder. The exploration permit shall be valid for two years in the cases of prospecting of mineral substances indicated in item 4.2.3 (ii) above. For exploration of other substances, the permit shall be valid for three years.

 

In order to renew the permit, the DNPM shall take into consideration the development of the work performed. The request for renewal of the permit must be presented 60 days prior to the expiration date of the original permit or the previous renewed permit. As to the renewal request, a report must be presented of the work already carried out, indicating the results achieved, as well as reasons justifying continued work. The renewal of the permit does not depend on the publication of a new permit, but only on the publication of the decision to renew.

 

In the event of partial interference in the area requested and provided that exploration in the remaining area will be justified and considered as technically and economically feasible by the DNPM, the applicant shall be previously consulted to determine if said applicant would be interested in readjusting the application for the remaining area. If the request was dismissed due to the unavailability of the requested area, the applicant shall not be entitled to any claim.

 

REPORT

 

The holder of an exploration permit must provide any information requested by the DNPM at the end of the work program and within the validity period of the mineral exploration permit. The holder must present a final report to the DNPM containing geological and technological studies relating to the size of the deposit, as well as demonstrative analysis of the technical and economic feasibility of the exploitation. Such report must be prepared under technical responsibility of a legally qualified professional and must also contain:

 

(i) information on the area, means of access and communication;

 

(ii) plan of the geological survey;

 

(iii) description of the main aspects of the deposit;

 

(iv) quality of the mineral substance and definition of the deposit;

 

(v) genesis of the deposit, as well as its qualification and comparison to similar

 

(i) deposits;

 

(vi) report of the industrialization assays;

 

(vii) demonstration of the economic feasibility of the deposit; and

 

(viii) necessary information for the calculation of any resources on the license, such as the density, area, volume and content.

 

The final exploration report must be presented independent from the results of the work and shall conclude for the feasibility or non-feasibility of the exploitation development, or for the non-existence of the deposit. The holder of an exploration permit who does not present a final report within the date established by the regulations will be fined. Nevertheless, the exemption from presentation of the report is permitted in certain cases of permit relinquishment by the titleholder. The DNPM must confirm the relinquishment, provided it happened in one of the two following instances:

 

(i)at any time, if the titleholder has not been successful at entering the area, despite all the efforts made, including judicial means; or

 

(ii)before one-third (1/3) of the term of duration of the exploration permit has passed.

 

OBLIGATIONS

 

The titleholder of an exploration permit shall be obliged to:

 

(i) perform work only within the area specified in the authorization;

 

(ii) respect the rights of third parties, indemnifying them for damage and losses caused;

 

(iii) communicate to the DNPM the discovery of a mineral substance not included in the authorization;

 

26 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

(iv) remove the substances extracted from the area object of the permit for analysis and industrial experiments only with prior authorization of the DNPM (Utilization Bill) and in accordance with the applicable environmental legislation;

 

(v) start the work within 60 days of the date of the publication of the permit in the Official Gazette of the Federal Executive or as from the judicial ingress in the area to be explored;

 

(vi) not interrupt the work without justification for more than three consecutive months or for more than 120 non-consecutive days;

 

(vii) compensate the surface owner or possessor for the occupation of the land and for damage or loss caused by the work; and

 

(viii) present a final prospecting report.

 

Besides the fee to be paid for obtaining the mineral exploration permit, the titleholder must also pay to the DNPM an annual fee per each hectare. The fee is established at progressive values, considering the substance, place and size of the area, among other conditions.

 

RIGHTS

 

The titleholder of an exploration permit may execute the respective work and necessary auxiliary services, as well as work on land of private or public domain included in the area indicated on the exploration title. The titleholder shall be assured the right of free passage on the private property, including the soil and subsoil in the title area, as well as in neighbouring areas, for performance of the respective work. The titleholder of a set of exploration permits for the same mineral substance in neighbouring or close areas shall be entitled and authorized to present a single research plan and final report, involving and covering the whole set.

 

TRANSFERABILITY

 

The mineral exploration permit is a title that can be assigned, totally or partially, to anyone who is in condition to execute the work under such permit in accordance with the applicable legislation. The applications for exploration permits are also transferable, once the respective priority right is assured. The transfer of the permit must be communicated to the DNPM for approval and registration. It will only be legally valid after such procedure is complete.

 

SANCTIONS

 

Failure to comply with the obligations derived from exploration permits, depending on the seriousness of the infraction, shall result in the following sanctions imposed by the DNPM: warning, fine or forfeiture.

 

UTILIZATION BILL

 

It is possible to extract mineral substances before the mining concession is granted, by means of a Utilization Bill. Extraction may only occur if the interested party has obtained a proper environmental license, and has entered into an agreement with the surface owner as to the extraction work.

 

SECURITY OF TENURE

 

After the completion of prospecting work in accordance with the legal provisions and after the approval of the final report by the DNPM, the titleholder shall have the exclusive right to request a mining concession for the area. In this case, the concession can only be refused if the mining work is considered harmful to the public or compromises interests that are more relevant than industrial exploitation.

 

After the filing of the application for the mining concession and after the approval of the mine’s development plan by the DNPM, the mining concession cannot be refused by the Government. Once the mining concession has been granted and all the legal requirements and provisions duly observed, the concession cannot be cancelled.

 

27 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

São Domingos Project in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil.

 

a)DNPM Processes 850.684/06: 1,985.91 ha

 

Aurora has good title over the mineral rights object of the DNPM Process No. 850.684/06, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. Aurora is the sole registered and beneficial holder of and owns and possesses good title to the referred mineral rights. On September 13, 2006 Aurora submitted to DNPM one Exploration Claim for gold covering an area of 4914.18 ha in the Municipality of Itaituba, State of Pará. According to the information obtained such claim was correctly prepared and the required documents are in place but the area will be reduced to 1,985.91 due to overlapping with third parties’ areas with priority rights. The Exploration Permit has not been granted yet. The above-mentioned area is not related to any payments or royalties to third parties since Aurora claimed them directly.

 

b)DNPM Processes 850.782/05: 6,656.20 ha

 

Aurora has good title over the mineral rights object of the DNPM Process No. 850.782/05, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes.  On November 8, 2005 it was submitted to DNPM the Exploration Claim for gold in the Municipality of Itaituba, State of Pará.  The Exploration Permit was granted on November 28, 2006 for a 3 (three) year period.  The transfer to Aurora was approved on March 24, 2009 and on September 28, 2009 it was requested the renewal of the Exploration Permit.  This area was reduced from 6,756 ha to 5,651.98 ha due to the overlapping with Garimpeira (alluvial) Mining properties held by Mr. Celio Paranhos.  However the DNPM ́s general attorney in Brasilia agreed with Aurora’s legal thesis and nullified all applications filed by Mr. Paranhos (about to 1,900 applications).  A new Exploration Permit rectifying the previous one was granted on August 20, 2010 for a 3 (three) year period, for an area of 6,656.20 hectares.  An application has been lodged for the extension of the license and Aurora is awaiting the results of this.  The renewal will be for a further 3 years and is expected to be granted in the near future.  The Annual Fees per Hectare (TAHs) for the 1st and 2nd years of the extension period have been properly paid.  The annual fee for the third year was paid in January 2013.  No payments or royalties are due regarding the DNPM Process 850.782/05 since it was acquired through a permutation agreement with Altoro Mineração Ltda.

 

c)DNPM Processes 850.012/06 and 850.013/06: 1,128.08 ha and 750.55 ha respectively

 

The exploration claims were submitted to DNPM on January 19, 2006, for gold covering an area of 1,128.08 ha and 750.55 ha respectively, in the Municipality of Itaituba, State of Pará. According to information obtained such claims were correctly prepared and the required documents are in place. The tenements 850.012/06 and 850.013/06 are held by Mr. Antonio Oliveira Ferreira and were submitted to DNPM on January 19, 2006. The tenements are located at Itaituba, State of Pará and are valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes, but the area was blocked since it is inside of a Garimpeira Reserve. The transfer to Aurora will be submitted after the Exploration Permits are granted. There are no payments or royalties related to the tenements according to the agreement entered into with the previous owner.

 

d)DNPM Process 850.119/06: 1,068.72 ha

 

Direct access to the files of this Project at DNPM’s office were not sited, however analysis is based on the then current information provided on DNPM’s website. The exploration claim was submitted to DNPM on March 7, 2006, for gold covering an area of 1,068.72 ha, in the Municipality of Itaituba, State of Pará. Aurora has good title over the mineral rights object of the DNPM Process No. 850.119/06, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. Aurora is the sole registered and beneficial holder of and owns and possesses good title to the referred mineral rights. The Exploration Permit has not been granted yet. The above-mentioned area is not related to any payments or royalties to third parties since Aurora claimed them directly.

 

28 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

e)DNPM Process 859.587/95: 5,000 ha

 

The tenement 859.587/95 is held by Aurora and is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. It is located at the Municipality of Itaituba, State of Pará. On November 27, 1995 it was submitted to DNPM the Exploration Claim for gold. The Exploration Permit was granted on September 15, 2006 for a 3 (three) years period covering an area of 5000 ha, and it was valid until September 15, 2009. On July 15, 2009 it was requested the renewal of the Exploration Permit, which was granted on June 14, 2012. The renewal is valid until June 14, 2015, when a Final Report must be submitted to DNPM with the results of the Exploration Activities. In order to have a Mining Permit granted, Aurora must present the Economic Exploitation Plan and the Mining Concession Request in one year from the approval of the Final Report.  

 

ITEM 3 – LEGAL PROCEEDINGS

 

Aurora is not a party to any pending legal proceedings and, to the best of Aurora’s knowledge, none of Aurora’s assets are the subject of any pending legal proceedings.

 

ITEM 4 – MINING SAFETY DISCLOSURES

 

There are no current mining activities at the date of this report.

 

29 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

PART II

 

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

 

a.Market Information

 

The Common Stock is currently quoted on the OTCQB. The common stock was removed from the OTC Bulletin Board effective May 20, 2009 and relisted on the OTCBB on August 5, 2010. In 2011 the Company was removed from the OTCBB and relisted on the OTCQB.

 

The following table sets forth the high and low bid prices for the Common Stock for the calendar quarters indicated as reported by the OTCQB for the last two years. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions. The stock is also quoted on the Berlin-Bremen Exchange (A4G.BE).

 

High & Low Bids
Period ended  High   Low   Source
December 31, 2013  $0.175   $0.040   OTC Markets, Inc.
September 30, 2013  $0.035   $0.016   OTC Markets, Inc.
June 30, 2013  $0.038   $0.024   OTC Markets, Inc.
March 31, 2013  $0.050   $0.030   OTC Markets, Inc.
December 31, 2012  $0.064   $0.001   OTC Markets, Inc.
September 30, 2012  $0.060   $0.040   OTC Markets, Inc.
June 30, 2012  $0.060   $0.040   OTC Markets, Inc.
March 31, 2012  $0.070   $0.060   OTC Markets, Inc.

 

The closing price on March 25, 2014 was $0.055.

 

b.Holders of Record

 

As of March 31, 2014, there were approximately 725 holders of record of the Common Stock. The Company has not paid any cash dividends.

 

There are 1,930,000 (2012: 1,930,000) shares reserved for issuance pursuant to options granted under the Company’s stock option plan as at December 31, 2013.

 

c.Transfer Agent

 

The transfer agent of common stock is Worldwide Stock Transfer, LLC, having an office at 433 Hackensack Avenue, Level L. Hackensack, NJ, USA 07601.

 

d.Dividends

 

The Company has never paid cash dividends on the capital stock and does not anticipate paying any cash dividends in the foreseeable future, but intends to retain capital for reinvestment in the business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon the financial condition, results of operations, capital requirements and other factors as the board of directors deems relevant. No securities were issued without registration under the Securities Act of 1933, as amended (the "Act") during the fourth quarter of Fiscal 2013.

 

30 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

e.Unregistered Sales of Equity Securities and Use of Proceeds

 

The Company did not make any repurchases of securities during the fourth quarter of fiscal year ended December 31, 2013 or the subsequent period through to March 31, 2014.

 

f.Penny Stock Rules

 

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. The stock is currently a “penny stock.” Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

 

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for the stock if it becomes subject to these penny stock rules.

 

Rule 144

 

There were 51,188,990 shares of Common Stock issued and outstanding at March 31, 2014, of which 31,667,436 shares are deemed "restricted securities," within the meaning of Rule 144. Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as promulgated under the Securities Act.

 

In general, under Rule 144, subject to the satisfaction of certain other conditions, a person deemed to be one of the Company’s affiliates, who has beneficially owned restricted shares of the Common stock for at least one year is permitted to sell in a brokerage transaction, within any three-month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of the same class, or, if the common stock is quoted on a stock exchange, the average weekly trading volume during the four calendar weeks preceding the sale, if greater.

 

Rule 144 also permits a person who presently is not and who has not been an affiliate of the Company for at least three months immediately preceding the sale and who has beneficially owned the shares of common stock for at least nine months to sell such shares without restriction other than the requirement that there be current public information as set forth in Rule 144. To the extent that Rule 144 is otherwise available, this provision is currently applicable to all of the restricted shares. If a non-affiliate has held the shares for more than one year, such person may make unlimited sales pursuant to Rule 144 without restriction.

 

The possibility that substantial amounts of the common stock may be sold under Rule 144 into the public market may adversely affect prevailing market prices for the common stock and could impair the Company’s ability to raise capital in the future through the sale of equity securities.

 

31 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

ITEM 6 – SELECTED FINANCIAL DATA

 

Aurora is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

 

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis should be read in conjunction with the Financial Statements and Notes to the Financial Statements filed with this Report.

 

Organization, Business Strategy and Going Concern 

 

Organization

 

Aurora Gold Corporation ("the Company") was formed on October 10, 1995 under the laws of the State of Delaware and is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company’s focus is on the exploration and development of its exploration properties located in the Tapajos Gold Province, State of Pará, Brazil (refer to Note 3). The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and has not generated any operating revenues to date.

 

The Company is a junior mineral exploration company and conducts principal and technical activities from Coresco AG, Level 3, Gotthardstrasse 20, 6304 Zug, Switzerland. The telephone number is (+41) 41 711 0281. These offices are provided to the Company on a month-to-month basis. The Company believes these offices are adequate for the business requirements during the next 12 months. The Company does not own any real property.

 

Business Strategy

 

The general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. The continued operations and the recoverability of minerals are dependent upon the existence of economically recoverable mineral reserves, confirmation of interest in the underlying properties and ability to obtain necessary financing to complete the development and future profitable production. Since 1996 the Company acquired and disposed of a number of properties. The Company has not been successful in any exploration efforts to establish reserves on any of the properties owned by or in which the Company holds an interest.

 

The Company currently has an interest in a strategic land package of six (6) properties none of which contain any proven reserves.

 

Going Concern

 

The Company has no revenues, and has sustained losses since inception. The Company will not generate revenues even if any of its exploration programs indicate that a mineral deposit may exist on the properties. Accordingly, the Company will be dependent on future financings in order to maintain operations and continue exploration activities.

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities. The Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and during the year ended December 31, 2013, operating activities used cash of $3,414,198 (December 31, 2012: $1,296,342). The Company requires additional funds to meet its obligations and maintain its operations.

 

These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to raise equity financing through private or public equity investment in order to support existing operations and expand its business. There is however no assurance that such additional funding will be available to the Company when required, or on terms acceptable to the Company. In the event that the Company cannot obtain additional funds, on a timely basis, or the operations do not generate sufficient cash flow, the Company may be forced to curtail development or cease activities. These consolidated financial statements do not include any adjustments that might result from this uncertainty.

 

32 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

The Company has no revenues, has sustained losses since inception, has been issued an opinion expressing substantial doubt about the ability to continue as a going concern by the auditors and relies upon the sale of securities to fund operations. The Company will not generate revenues even if any of exploration programs indicate that a mineral deposit may exist on the properties. Accordingly, the Company will be dependent on future financings in order to maintain operations and continue exploration activities.

 

The properties are in the exploration stage only and without a known body of mineral reserves. Development of the properties will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of the operations will be, in part, directly related to the cost and success of the exploration programs, which may be affected by a number of factors.

 

The Company has not been involved in any bankruptcy, receivership or similar proceedings.

 

33 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

  

The planned activity for 2014 year is as follows:

 

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. The actual results could differ materially from those anticipated in these forward-looking statements. During the next 12 months the Company may raise additional funds through equity offerings and/or debt borrowing to meet the general and administrative operating expenses and to conduct work on exploration properties. There is, of course, no assurance that the Company will be able to do so and the Company does not have any agreements or arrangements with respect to any such financing. The exploration properties have not commenced commercial production and the Company has no history of earnings or cash flow from operations. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of properties, there is no assurance that any such activity will generate funds that will be available for operations.

 

The Company intends to concentrate exploration activities on the Brazilian Tapajos properties and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in other South American countries. Additional contractors and consultants may be hired on as and when the requirement occurs.

 

The exploration work program for the Fiscal 2014 will focus on the Brazilian properties. The Company intends to follow up results from previous work on the Sao Domingo property, including the previous drilling and mapping over the Fofoca resource area. Follow up evaluation of the geophysical anomaly west of Fofoca is required to test any strike continuity of potential economic mineralization. The Toucano occurrence will be the focus of channel and auger sampling and will be the focus of an elluvial and oxide small scale production scenario. This is follow up detailed sampling was in response to the high grade gold results noted from the oxide insitu material mapped during the 2012 and 2013 exploration phases.

 

Two grids were cut through the Fofoca west extension area and the area encompassing the Toucano gold occurrence. These areas were systematically sampled and results showed numerous and extensive zones of anomalous gold mineralization. Assays were submitted for ICP Multi element analysis and results contoured onto plans for review. The results are being analysed for their patterns as related to classic deposit types for the region. The strong variance in the copper anomalism noted between the Toucano grid and the Fofoca grid will be reviewed in relation to the possible timing of mineralizing events at project scale and compared to similar styles within the Tapajos region. The dispersion of the elements has greatly aided the morphological understanding of the lithologies of the project area, and will assist the technical team in targeting subsurface follow up work during the 2014 season. Subsurface exploration will include trenching and follow up drilling at both the Fofoca resource area and the initial drill testing at the Toucano gold occurrence. The technical team are confident that the numerous gold occurrences on the Sao Domingo property will be related to each other and that important path finder elements and structures will lead to more drill targets. The anticipated results should delineate further areas for alluvial/elluvial mining and bulk sampling targets, as well as provide further resource ounces at Toucano to compliment the current and expected increased resources at Fofoca.

 

Aurora continued the project wide evaluation of tailings and alluvial/elluvial potential. Results showed that follow up test work is recommended and Aurora has an application in place for a trial mining license to carry out bulk sampling of recovery potentially economic material. Concurrently a technical team has been assembled to continue the evaluation of both the alluvial/elluvial potential and the geometry of the hard rock mineralization in preparation for subsurface test work.

 

Results of the follow up exploration during 2013 identified further primary and placer gold occurrences, which were subsequently sampled for gold and associated minerals; cartographic archival data was reviewed, and follow on exploration recommendations and budgets established.

 

The Company has set up a field operations center at the Sao Domingos property and intend to continue to focus exploration activities on anomalies associated with the Sao Domingos property. During 2013 the Company acquired approximately 60 acres of land on the fringe of the Sao Domingo town ship and constructed an additional field base to house and service the increased staff and equipment. The new field camp is located approximately 2 kilometers from the Sao Domingo technical office which is located in town center of Sao Domingo. The Company selected the Săo Domingos property based on its proximity to the other properties, and the logistics currently in place. Access to the Săo Domingos property is by light aircraft to a well-maintained strip, by road along the government maintained Trans Garimpeiro highway, and by boat along the multitude of waterways in the Amazon Basin.

 

34 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

The company also intends to expand the current infrastructure on Sao Domingo to include further staff accommodation, office space, workshops for heavy machinery and upgrade the current onsite laboratory for assaying. Currently the Company has a budget for exploration and alluvial/elluvial mining, and is ready to utilise the trial mining license once issued. The exploration phase during 2013, coupled with data from previous campaigns has shown the project has great potential to host significant economic alluvial/elluvial and hard rock mineralization.

 

Aurora continues to work closely with Haywood Securities Inc., as the Company’s advisors and sponsoring broker, to complete its application for the Toronto Stock Exchange –Venture (TSX-V). Completion of the site visit by Geosure Geological Consultants from Australia, the Company’s independent technical qualified person, marked the final stage of the independent technical report, NI43-101, required for the new listing of Aurora.

 

35 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Results of Operations

 

Year Ended December 31, 2013 (Fiscal 2013) versus Year Ended December 31, 2012 (Fiscal 2012)

 

Revenues and Net Loss

 

The Company has yet to generate any revenues or establish any history of profitable operations. For the year ended December 31, 2013 the Company recorded a net loss of $3,405,489 (2012: net loss $1,200,374) or $(0.07) [2012: $(0.04)] per share.

 

Expenses

 

The increase in year on year quarter costs reflects the increased activities to actively manage and engage in exploration activities.

 

Exploration expenditures

 

For the year ended December 31, 2013 the Company recorded exploration expenses of $1,682,767 (2012: $332,785), the majority relating to Brazilian properties during the current and prior year.

 

Depreciation expense

 

Depreciation expenses charged to operations for the year ended December 31, 2013 were $42,176 (2012: $5,129).

 

Capital Resources and Liquidity

 

December 31, 2013 versus December 31, 2012

 

During 2013 the capital markets continued to be tight and many companies had restricted access to debt and equity financing. The Company's exploration properties are in the exploration stage and have not commenced commercial production. Consequently the Company has no history of earnings or cash flow from its operations. As a result, the Company is reviewing its 2014 exploration and capital spending requirements in light of the current and anticipated, global economic environment.

 

The Company currently finances its activities primarily by the private placement of securities. There is no assurance that equity funding will be accessible to the Company at the times and in the amounts required to fund the Company’s activities. There are many conditions beyond the Company’s control, which have a direct bearing on the level of investor interest in the purchase of Company securities. The Company may also attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties; however, there is no assurance that any such activity will generate funds that will be available for operations. Debt financing has been used to fund the Company’s property acquisitions and exploration activities. The Company does not have “standby” credit facilities, or off-balance sheet arrangements and it does not use hedges or other financial derivatives. The Company has no agreements or understandings with any person as to additional financing.

 

At December 31, 2013, the Company had cash of $55,161 (2012: 3,963,836) and working capital of negative $103,387 (2012: positive working capital of $3,754,403). Total liabilities as of December 31, 2013 were $228,067 (2012: $277,343).

 

The Company intends to continue finance activities by raising capital through the equity markets and special purpose placements.

 

On October 5, 2012, the Company, completed the sale of 27,000,000 shares of the Company’s common stock for a purchase price of $5,000,000, to Alltech Capital Limited pursuant to the terms of a subscription agreement entered into between the Company and the Alltech Capital Limited dated September 21, 2012. As a result of the sale of 27,000,000 shares of the Company’s common stock of approximately 54%, a change in control of the Company has occurred. 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. 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.

 

36 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

On June 5, 2013, Aurora Gold Corporation (the “ Registrant ”), pursuant to the provisions of Rule 477 promulgated under the Securities Act of 1933, as amended, filed a Pre-Effective Amendment No.1 to withdraw the Registration Statement on Form S-1, File No. 333-185908 (the “ Registration Statement ”), to deregister all of the 27,000,000 shares (the “ Shares ”) of the Registrant’s common stock, par value $0.005, originally registered pursuant the Registration Statement on behalf of the Selling Shareholder named therein. The Registration Statement has not been declared effective; accordingly, none of the Shares have been or will be offered pursuant to the Registration Statement. The Registrant confirms its understanding that the fee paid upon the filing of the Registration Statement will not be refunded.

 

In October 2011 the Company filed a Registration Statement on Form S-1 offering up to a maximum of 10,000,000 units of the Company's securities at an offering price of $0.50 per Unit in a direct public offering, without any involvement of underwriters or broker-dealers. Each Unit consists of one (1) share of common stock at a $0.005 par value per share and one (1) Stock Purchase Warrant. Each full Warrant entitles the holder to purchase one additional share of common stock at a price of $1.00 for a period of two years commencing November 1, 2011 through October 31, 2013. The Units will be sold by the Chief Executive Officer and Chief Financial Officer. A Notice of Effectiveness was issued April 25, 2012. The offer was deregistered on January 7, 2013 and none of the shares registered were sold under the Registration Statement.

 

On April 16, 2012, the Company entered into subscription agreements for 263,200 shares of common stock at a purchase price of $0.30 per share for a gross aggregate price of $78,960. Pursuant to the subscription agreements, each of the Investors has represented that they are not a U.S. person; as such term is defined in Regulation S. In connection with the offering, the Company has agreed to pay a cash commission equal to 8% of all funds received or an aggregate of up $48,000 on the total maximum $600,000 subscription.

 

During April 2012, the Company entered into a debt settlement agreement for $18,000 in accounts payable which was settled for 60,000 shares of common stock at an issue price of $0.30 per share.

 

During March 2012, the Company entered into debt settlement agreements for advances received from a director of the Company and a company during fiscal 2011 as well as $14,454 of amounts in accounts payable and accrued expenses. $119,454 was settled for 398,180 shares of common stock at an issue price of $0.30 per share.

 

In March 2012, the Company entered into subscription agreements for 125,044 shares of common stock at a purchase price of $0.30 per share for a gross aggregate price of $37,513. Share certificates were not issued as at March 31, 2012 and they were treated as an Advance for Stock Subscriptions. The share certificates were issued in April 2012. Pursuant to the subscription agreements, each of the Investors has represented that they are not a U.S. person; as such term is defined in Regulation S. In connection with the offering, the Company has agreed to pay a cash commission equal to 8% of all funds received or an aggregate of up $48,000 on the total maximum $600,000 subscription that is being offered.

 

The general business strategy is to acquire mineral projects either directly or through the acquisition of operating entities. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the USA and applicable to a going concern concept, which contemplates the realization of assets and the satisfaction of liabilities and commitments during the normal course of business. As discussed in note 1 to the consolidated financial statements, the Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and during December 31, 2013 operating activities used cash of $3,414,198 (December 31, 2012: $1,296,342). The Company requires additional funds to meet the Company obligations and maintain the operations. The Company may not have sufficient working capital to (i) pay administrative and general operating expenses through December 31, 2014 and (ii) to conduct preliminary exploration programs. Without cash flow from operations, the Company may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on the properties. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of the properties, there is no assurance that any such activity will generate funds that will be available for operations. Failure to obtain such additional financing may result in a reduction of interest in certain properties or an actual foreclosure of interest. The Company has no agreements or understandings with any person as to such additional financing.

 

37 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

The exploration properties have not commenced commercial production and the Company has no history of earnings or cash flow from operations. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of property, there is no assurance that any such activity will generate funds that will be available for operations.

 

Cash Flow

 

Year Ended December 31, 2013 (Fiscal 2013) versus Year Ended December 31, 2012 (Fiscal 2012).

 

Operating activities:

 

The Company used cash of $3,414,198 (2012: $1,296,342). Changes in prepaid expenses and other assets resulted in a decrease in cash of $1,609 (2012: decrease in cash of $67,910). Changes in accounts payable and accrued expenses (including related party) resulted in an decrease in cash of $49,276 (2012: increase in cash of $6,013).

 

Investing Activities:

 

During the period the Company invested $375,115 in the purchase of equipment for exploration activities (December 31, 2012: $103,045).

 

Financing Activities:

 

There were no financing activities during the year ended December 31, 2013.

 

On October 5, 2012, the Company, completed the sale of 27,000,000 shares of the Company’s common stock for a purchase price of $5,000,000, to Alltech Capital Limited pursuant to the terms of a subscription agreement entered into between the Company and the Alltech Capital Limited dated September 21, 2012. As a result of the sale of 27,000,000 shares of the Company’s common stock of approximately 54%, a change in control of the Company has occurred. 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. 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.

 

On June 5, 2013, Aurora Gold Corporation (the “ Registrant ”), pursuant to the provisions of Rule 477 promulgated under the Securities Act of 1933, as amended, filed a Pre-Effective Amendment No.1 to withdraw the Registration Statement on Form S-1, File No. 333-185908 (the “ Registration Statement ”), to deregister all of the 27,000,000 shares (the “ Shares ”) of the Registrant’s common stock, par value $0.005, originally registered pursuant the Registration Statement on behalf of the Selling Shareholder named therein. The Registration Statement has not been declared effective; accordingly, none of the Shares have been or will be offered pursuant to the Registration Statement. The Registrant confirms its understanding that the fee paid upon the filing of the Registration Statement will not be refunded.

 

In October 2011 the Company filed a Registration Statement on Form S-1 offering up to a maximum of 10,000,000 units of the Company's securities at an offering price of $0.50 per Unit in a direct public offering, without any involvement of underwriters or broker-dealers. Each Unit consists of one (1) share of common stock at a $0.005 par value per share and one (1) Stock Purchase Warrant. Each full Warrant entitles the holder to purchase one additional share of common stock at a price of $1.00 for a period of two years commencing November 1, 2011 through October 31, 2013. The Units will be sold by the Chief Executive Officer and Chief Financial Officer. A Notice of Effectiveness was issued April 25, 2012. The offer expired January 20, 2013. No funds have been obtained from this offering.

 

On April 16, 2012, the Company entered into subscription agreements for 263,200 shares of common stock at a purchase price of $0.30 per share for a gross aggregate price of $78,960. Pursuant to the subscription agreements, each of the Investors has represented that they are not a U.S. person; as such term is defined in Regulation S. In connection with the offering, the Company has agreed to pay a cash commission equal to 8% of all funds received or an aggregate of up $48,000 on the total maximum $600,000 subscription.

 

During April 2012, the Company entered into a debt settlement agreement for $18,000 in accounts payable which was settled for 60,000 shares of common stock at an issue price of $0.30 per share.

 

38 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

During March 2012, the Company entered into debt settlement agreements for advances received from a director of the Company and a company during fiscal 2011 as well as $14,454 of amounts in accounts payable and accrued expenses. $119,454 was settled for 398,180 shares of common stock at an issue price of $0.30 per share.

 

In March 2012, the Company entered into subscription agreements for 125,044 shares of common stock at a purchase price of $0.30 per share for a gross aggregate price of $37,513. Share certificates were not issued as at March 31, 2012 and they were treated as an Advance for Stock Subscriptions. The share certificates were issued in April 2012. Pursuant to the subscription agreements, each of the Investors has represented that they are not a U.S. person; as such term is defined in Regulation S. In connection with the offering, the Company has agreed to pay a cash commission equal to 8% of all funds received or an aggregate of up $48,000 on the total maximum $600,000 subscription that is being offered.

 

Dividends

 

The Company has neither declared nor paid any dividends on its’ Common Stock. The Company intends to retain earnings to finance growth and expand operations and does not anticipate paying any dividends on common stock in the foreseeable future.

 

Asset-Backed Commercial Paper

 

The Company has no asset-backed commercial paper.

 

Fair Value of Financial Instruments and Risks

 

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

 

The carrying value of cash, accounts payable, accrued expenses and advances payable (including those amounts owing to related parties) approximate their fair value because of the short-term nature of these instruments.

 

Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

The Company operates outside of the United States of America (primarily in Brazil) and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the U.S. dollar in which the operations are reported.

 

39 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Share Capital

 

At March 31, 2014, the Company had:

 

-Authorized share capital of 300,000,000 (December 31, 2012: 300,000,000) common shares with par value of $0.005 each
-51,188,990 common shares were issued and outstanding (December 31, 2012: 49,828,942).
-1,930,000 (December 31, 2012: 1,930,000) stock options were outstanding under the incentive stock option plan. The stock options are exercisable at prices ranging from $0.25 to $0.60 per share, with expiry dates ranging from October 10, 2016 to April 9, 2017. If the holders were to acquire all 1,930,000 (December 31, 2012: 1,930,000) shares issuable upon the exercise of all incentive stock options outstanding, the Company would receive an additional $779,500 (December 31, 2012: $779,500).
-1,360,000 Warrants exercisable at $0.15 and expiring on February 13 2016 were outstanding (December 31, 2012: 1,600,000).

 

On August 15, 2013, an Information Statement was filed with the Securities and Exchange Commission and was mailed or otherwise furnished to the registered stockholders of Aurora in connection with the prior approval by the board of directors of Aurora, and receipt by the board of approval by written consent of the holders of a majority of Aurora’s outstanding shares of common stock, of a resolution to:

 

-Approve a consolidation of the issued and outstanding shares of common stock of Aurora, without correspondingly decreasing the number of authorized shares of common stock, on a five “old” shares for every one “new” share basis, which will result in a decrease of Aurora’s issued and outstanding share capital from 249,144,706 shares to approximately 49,828,942 shares of common stock, not including any rounding up of fractional shares to be issued on consolidation;
-Approve a change of the par value of the shares of common stock of Aurora from a pre-consolidated par value of $0.001 per share to an amended par value of $0.005 per share; and
-Amend Article Four of the Articles of Aurora as follows “FOURTH. The authorized capital stock of this Corporation shall consist of 300 Million (300,000,000) shares of common stock with a par value of $0.005 per share.”

 

Section 228 of the Delaware General Corporation Law and the By-laws of Aurora provide that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if stockholders holding at least a majority of the voting power sign a written consent approving the action. On July 24, 2013, the board of directors of Aurora approved and recommended the Resolutions. Subsequently, the holders of a majority of the voting power signed and delivered to Aurora written consents representing at least 57.4% of the voting shares of common stock approving the Resolutions, in lieu of a meeting. Since the holders of the required majority of shares of common stock have approved the Resolutions, no other votes are required or necessary and no proxies are being solicited with this Information Statement. Aurora has obtained all necessary corporate approvals in connection with the Resolutions and your consent is not required and is not being solicited in connection with the approval of the Resolutions. The Information Statement was furnished solely for the purpose of informing stockholders in the manner required under the Securities Exchange Act of 1934 of these corporate actions before they take effect. The Resolutions will not become effective until (i) the date the Company receives confirmation from FINRA regarding the approval and effective date of the corporate action, or, (ii) such later date as approved by the board of directors, in its sole discretion. The Certificate of Amendment will be filed with the Secretary of State of Delaware and became effective October 22, 2013.

 

On October 5, 2012, the Company, completed the sale of 27,000,000 shares of the Company’s common stock for a purchase price of $5,000,000, to Alltech Capital Limited pursuant to the terms of a subscription agreement entered into between the Company and the Alltech Capital Limited dated September 21, 2012. As a result of the sale of 27,000,000 shares of the Company’s common stock of approximately 54%, a change in control of the Company has occurred. 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. 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.

 

40 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

On June 5, 2013, Aurora Gold Corporation (the “ Registrant ”), pursuant to the provisions of Rule 477 promulgated under the Securities Act of 1933, as amended, filed a Pre-Effective Amendment No.1 to withdraw the Registration Statement on Form S-1, File No. 333-185908 (the “ Registration Statement ”), to deregister all of the 27,000,000 shares (the “ Shares ”) of the Registrant’s common stock, par value $0.005, originally registered pursuant the Registration Statement on behalf of the Selling Shareholder named therein. The Registration Statement has not been declared effective; accordingly, none of the Shares have been or will be offered pursuant to the Registration Statement. The Registrant confirms its understanding that the fee paid upon the filing of the Registration Statement will not be refunded.

 

In October 2011 the Company filed a Registration Statement on Form S-1 offering up to a maximum of 10,000,000 units of the Company's securities at an offering price of $0.50 per Unit in a direct public offering, without any involvement of underwriters or broker-dealers. Each Unit consists of one (1) share of common stock at a $0.005 par value per share and one (1) Stock Purchase Warrant. Each full Warrant entitles the holder to purchase one additional share of common stock at a price of $1.00 for a period of two years commencing November 1, 2011 through October 31, 2013. The Units will be sold by the Chief Executive Officer and Chief Financial Officer. A Notice of Effectiveness was issued April 25, 2012. The offer was deregistered on January 7, 2013 and none of the shares registered were sold under the Registration Statement.

 

Market Risk Disclosures

 

The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes during the years ended December 31, 2013 and 2012, and the first fiscal quarter of 2014 ended March 31, 2014.

 

Off-balance Sheet Arrangements and Contractual Obligations

 

The Company does not have any off-balance sheet arrangements or contractual obligations as at reporting date, that are likely to have or are reasonably likely to have a material current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in consolidated financial statements.

 

Application of Critical Accounting Policies

 

The accounting policies and methods utilized in the preparation of the consolidated financial statements determine how the Company reports the financial condition and results of operations and may require management to make estimates or rely on assumptions about matters that are inherently uncertain. The accounting policies are described in Note 2 to the December 31, 2013 consolidated financial statements. The accounting policies relating to mineral property and exploration costs, depreciation and amortization of property, plant and equipment and stock-based compensation are critical accounting policies that are subject to estimates and assumptions regarding future activities.

 

In 2007, the Company's Board of Directors approved the 2007 Stock Option Plan (amended September 29, 2008) (“the Plan”) to offer an incentive to obtain services of key employees, directors and consultants of the Company. The Plan provides for the reservation for awards of an aggregate of 10% of the total shares of Common Stock outstanding from time to time. No Plan participant may receive stock options exercisable for more than 500,000 shares of Common Stock in any one calendar year. Under the Plan, the exercise price of an incentive stock option must be at least equal to 100% of the fair market value of the common stock on the date of grant (110% of fair market value in the case of options granted to employees who hold more than 10% of the Company's capital stock on the date of grant). The term of stock options granted under the Plan is not to exceed ten years and the stock options vest immediately upon granting. The total fair value of options granted for during the reporting period are expensed in full as options are vested in full on grant. The fair value of options are determined using the Black Scholes option pricing model that takes into account the exercise price, the expected life of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield (nil assumed) and the risk free interest rate for the term of the option. Due to the fact that the Company has not had significant options granted to develop historical data to provide a reasonable basis to estimate Management utilizes the simplified method.

 

Buildings and equipment are carried at cost (including development and preproduction costs, capitalized interest, other financing costs and all direct administrative support costs incurred during the construction period, net of cost recoveries and incidental revenues), less accumulated depletion and depreciation including write-downs. Following the construction period, interest, other financing costs and administrative costs are expensed as incurred.

 

Buildings and equipment utilized directly in commercial mining activities are depreciated, following the commencement of commercial production, over their expected economic lives using either the unit-of-production method or the straight-line method.

 

41 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Depreciation is provided over the following useful lives:

 

- Vehicles 5 years
- Office equipment, furniture and fixtures 2 to 10 years
- Mining equipment 10 years

 

The Company reviews the carrying values of its buildings and equipment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Impairment is considered to exist if total estimated future cash flows, or probability-weighted cash flows on an undiscounted basis, are less than the carrying value of the assets.

 

An impairment loss is measured and recorded based on discounted estimated future cash flows associated with values beyond proven and probable reserves and resources. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable future cash flows that are largely independent of cash flows from other asset groups. Generally, in estimating future cash flows, all assets are grouped at a particular property for which identifiable cash flows exist. Buildings and equipment utilized directly in commercial mining activities are depreciated, following the commencement of commercial production, over their expected economic lives using either the unit-of-production method or the straight-line method.

 

The Company accounts for its mineral properties on a cost basis whereby all direct costs, net of pre-production revenue, relative to the acquisition of the properties are capitalized. All sales and option proceeds received are first credited against the costs of the related property, with any excess credited to earnings. Once commercial production has commenced, the net costs of the applicable property will be charged to operations using the unit-of-production method based on estimated proven and probable recoverable reserves. The net costs related to abandoned properties are charged to operations.

 

Exploration costs are charged to operations as incurred until such time that proven reserves are delineated. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at December 31, 2013 and 2012, the Company did not have proven reserves. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities.

 

The Company reviews the carrying values of its mineral properties on a regular basis by reference to the project economics including the timing of the exploration and/or development work, the work programs and the exploration results experienced by the Company and others. The review of the carrying value of any producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds its estimated net recoverable amount, provision is made for the decline in value.

 

The recoverability of the amounts recorded for mineral properties is dependent on the confirmation of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to successfully complete their development and the attainment of future profitable operations or proceeds from disposition.

 

Estimated costs related to site restoration programs during the commercial development stage of the property are accrued over the life of the project.

 

US GAAP requires the Company to consider at the end of each accounting period whether or not there has been an impairment of the capitalized property, plant and equipment. This assessment is based on whether factors that may indicate the need for a write-down are present. If management determines there has been impairment then management is required to write-down the recorded value of the property, plant and equipment, which reduces earnings and net assets.

 

42 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Related Party Transactions

 

The proposed business raises potential conflicts of interests between certain officers and directors of the Company. Certain directors are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation. In the event that such a conflict of interest arises at a meeting of the directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, involvement in a greater number of programs and reduction of the financial exposure with respect to any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.

 

In determining whether the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk exposure and the financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest. The Company is unaware of the existence of any conflict of interest as described herein.

 

Other than as disclosed below, during the periods ended December 31, 2013 and 2012, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect the Company.

 

There have been no transactions or proposed transactions with officers and directors during the last two years to which the Company is a party except as follows:

 

During year ended December 31, 2013, consulting fees of $445,337 (December 31, 2012: $301,714) were incurred to directors and officers of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties. Coresco also charged for geophysical consulting activities and other exploration management fees for a total of $126,000 during the year ended December 31, 2013 (December 31, 2012: Coresco charged for S1 fund raising and geophysical consulting activities for a total of $79,171).

 

Included in accounts payable (related parties) and advances payable (related party) at December 31, 2013 is $42,800 (December 31, 2012: $158,220) payable to officers and directors of the Company for consulting fees and various expenses incurred on behalf of the Company.

 

43 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

CURRENT OUTLOOK

 

General Economic Conditions

 

Current problems in credit markets and deteriorating global economic conditions have lead to a significant weakening of exchange traded commodity prices, including precious and base metal prices. Volatility in these markets is also high. It is difficult in these conditions to forecast metal prices and demand trends for products to be produced if mining operations were current. Credit market conditions have also increased the cost of obtaining capital and limited the availability of funds. Accordingly, management is reviewing the effects of the current conditions on our business.

 

It is anticipated that for the foreseeable future, the Company will rely on the equity markets and Option and Warrant holders to meet financing requirements and continue to enter into debt settlements to preserve the Company’s capital reserves. The Company will also consider entering into joint venture arrangements to advance its properties if a suitable opportunity presents.

 

Capital and Exploration Expenditures

 

The Company is reviewing capital and exploration spending in light of current market conditions. As a result of our review, the Company may curtail a portion of our capital and exploration expenditures during 2014.

 

The Company is currently concentrating our exploration activities in Brazil and examining data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage.

 

Plans for Next Twelve Months

 

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. The actual results could differ materially from those anticipated in these forward-looking statements. During the next 12 months the Company may raise additional funds through equity offerings and/or debt borrowing to meet the general and administrative operating expenses and to conduct work on exploration properties. There is, of course, no assurance that the Company will be able to do so and the Company does not have any agreements or arrangements with respect to any such financing. The exploration properties have not commenced commercial production and the Company has no history of earnings or cash flow from operations. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of properties, there is no assurance that any such activity will generate funds that will be available for operations.

 

44 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

The planned activity for 2014 year is as follows:

 

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. The actual results could differ materially from those anticipated in these forward-looking statements. During the next 12 months the Company may raise additional funds through equity offerings and/or debt borrowing to meet the general and administrative operating expenses and to conduct work on exploration properties. There is, of course, no assurance that the Company will be able to do so and the Company does not have any agreements or arrangements with respect to any such financing. The exploration properties have not commenced commercial production and the Company has no history of earnings or cash flow from operations. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of properties, there is no assurance that any such activity will generate funds that will be available for operations.

 

The Company intends to concentrate exploration activities on the Brazilian Tapajos properties and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in other South American countries. Additional contractors and consultants may be hired on as and when the requirement occurs.

 

The exploration work program for the Fiscal 2014 will focus on the Brazilian properties. The Company intends to follow up results from previous work on the Sao Domingo property, including the previous drilling and mapping over the Fofoca resource area. Follow up evaluation of the geophysical anomaly west of Fofoca is required to test any strike continuity of potential economic mineralization. The Toucano occurrence will be the focus of channel and auger sampling and will be the focus of an elluvial and oxide small scale production scenario. This is follow up detailed sampling was in response to the high grade gold results noted from the oxide insitu material mapped during the 2012 and 2013 exploration phases.

 

Two grids were cut through the Fofoca west extension area and the area encompassing the Toucano gold occurrence. These areas were systematically sampled and results showed numerous and extensive zones of anomalous gold mineralization. Assays were submitted for ICP Multi element analysis and results contoured onto plans for review. The results are being analysed for their patterns as related to classic deposit types for the region. The strong variance in the copper anomalism noted between the Toucano grid and the Fofoca grid will be reviewed in relation to the possible timing of mineralizing events at project scale and compared to similar styles within the Tapajos region. The dispersion of the elements has greatly aided the morphological understanding of the lithologies of the project area, and will assist the technical team in targeting subsurface follow up work during the 2014 season. Subsurface exploration will include trenching and follow up drilling at both the Fofoca resource area and the initial drill testing at the Toucano gold occurrence. The technical team are confident that the numerous gold occurrences on the Sao Domingo property will be related to each other and that important path finder elements and structures will lead to more drill targets. The anticipated results should delineate further areas for alluvial/elluvial mining and bulk sampling targets, as well as provide further resource ounces at Toucano to compliment the current and expected increased resources at Fofoca.

 

Aurora continued the project wide evaluation of tailings and alluvial/elluvial potential. Results showed that follow up test work is recommended and Aurora has an application in place for a trial mining license to carry out bulk sampling of recovery potentially economic material. Concurrently a technical team has been assembled to continue the evaluation of both the alluvial/elluvial potential and the geometry of the hard rock mineralization in preparation for subsurface test work.

 

Results of the follow up exploration during 2013 identified further primary and placer gold occurrences, which were subsequently sampled for gold and associated minerals; cartographic archival data was reviewed, and follow on exploration recommendations and budgets established.

 

The Company has set up a field operations center at the Sao Domingos property and intend to continue to focus exploration activities on anomalies associated with the Sao Domingos property. During 2013 the Company acquired approximately 60 acres of land on the fringe of the Sao Domingo town ship and constructed an additional field base to house and service the increased staff and equipment. The new field camp is located approximately 2 kilometers from the Sao Domingo technical office which is located in town center of Sao Domingo. The Company selected the Săo Domingos property based on its proximity to the other properties, and the logistics currently in place. Access to the Săo Domingos property is by light aircraft to a well-maintained strip, by road along the government maintained Trans Garimpeiro highway, and by boat along the multitude of waterways in the Amazon Basin.

 

45 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

The company also intends to expand the current infrastructure on Sao Domingo to include further staff accommodation, office space, workshops for heavy machinery and upgrade the current onsite laboratory for assaying. Currently the Company has a budget for exploration and alluvial/elluvial mining, and is ready to utilise the trial mining license once issued. The exploration phase during 2013, coupled with data from previous campaigns has shown the project has great potential to host significant economic alluvial/elluvial and hard rock mineralization.

 

Aurora continues to work closely with Haywood Securities Inc., as the Company’s advisors and sponsoring broker, to complete its application for the Toronto Stock Exchange –Venture (TSX-V). Completion of the site visit by Geosure Geological Consultants from Australia, the Company’s independent technical qualified person, marked the final stage of the independent technical report, NI43-101, required for the new listing of Aurora.

 

46 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Aurora is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

 

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Aurora’s financial statements are stated in United States Dollars (USD) and are prepared in accordance with accounting principles generally accepted in the United States of America. See Financial Statements attached within.

 

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Not applicable.

 

ITEM 9A – CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Attached as exhibits to this Annual Report on Form 10-K are certifications from the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), which are required pursuant to Rule 13a-14 of the Exchange Act. This “Controls and Procedures” section of this Annual Report on Form 10-K includes information concerning the controls and controls evaluation referenced in the certifications. This section of the Annual Report on Form 10-K should be read in conjunction with the certifications for a more complete understanding of the matters presented.

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (SEC) rules and forms, and that such information is accumulated and communicated to management, including our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company’s are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Evaluation of disclosure controls and procedures

 

The Company evaluated the effectiveness of the design and operation of disclosure controls and procedures as of the end of the period covered by this report, being, December 31, 2013. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC. Disclosure controls are also designed to ensure that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. 

 

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), have concluded that the internal control over disclosure controls were not effective as of December 31, 2013.

 

Management’s annual report on internal control over financial reporting

 

The Company’s Management is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as of December 31, 2013.

 

47 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Based on its evaluation under the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, management concluded that internal control over financial reporting was not effective as of December 31, 2013, due to the existence of material weaknesses, as described in greater detail below. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

 

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

 

Limitations on Effectiveness of Controls

 

Management, including our Chief Executive Officer and Chief Financial Officer, concluded that internal control over financial reporting and disclosure controls and procedures were not effective at a reasonable assurance level. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Material Weaknesses Identified

 

In connection with the preparation of the consolidated financial statements for the year ended December 31, 2013, certain deficiencies in internal control became evident to management that represent material weaknesses, including:

 

(i)Lack of a sufficient number of independent directors for our board and audit committee. The Company currently has two independent directors on the board, which is comprised of 5 directors, and on the audit committee, which is comprised of 5 directors. As a publicly-traded company, the Company should strive to have a majority of independent board of directors.
(ii)Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the year ended December 31, 2013, the Company had two people on staff at our executive office and two persons at the Brazil office that performed nearly all aspects of financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to interim or annual consolidated financial statements that would not be prevented or detected.
(iii)Insufficient corporate governance policies. Although the Company has a code of ethics, which provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management.
(iv)Accounting for Non-Standard Transactions.  Occasionally the Company enters into transactions that are more complex from an accounting perspective.  These transactions by their nature require greater technical accounting expertise and greater consideration of the related facts and circumstances to ensure that the accounting and reporting are accurate and in accordance with generally accepted accounting principles.

 

48 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Plan for Remediation of Material Weaknesses

 

The Company intends to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. The Company intends to consider the results of the remediation efforts and related testing as part of our year-end 2014 assessment of the effectiveness of internal control over financial reporting. The Company has implemented certain remediation measures and is in the process of designing and implementing additional remediation measures for the material weaknesses described in this Annual Report on Form 10-K. Such remediation activities include the following:

 

-The Company continues to recruit one or more additional independent board members to join the board of directors.
-In addition to the foregoing remediation efforts, the Company will continue to update the documentation of internal control processes, including formal risk assessment of financial reporting processes.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2013, that materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

 

ITEM 9B – OTHER INFORMATION

 

None.

 

49 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

PART III

 

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

a.Identify Directors and Executive Officers

 

The following table and text sets forth the names and ages of all directors and executive officers of the Company as of March 31, 2014. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until death, retirement, resignation or removal. There are no family relationships between or among the directors, executive officers or persons nominated or charged by the Company to become directors or executive officers. Executive officers serve at the discretion of the Board of Directors, and are appointed to serve by the Board of Directors. Also provided herein are brief descriptions of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

 

The Board of Directors currently consists of five (5) members. Directors serve for a term of one year and stand for election at the annual meeting of stockholders. Pursuant to our Bylaws, any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of directors, may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors through less than a quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.

 

Name and Address   Age and Position

Lars M. Pearl

Hofnerstrasse 13

6314 Unterageri, Switzerland

  Age 52, President, CEO and Director appointed April 27, 2007.

Agustin Gomez de Segura

c.Kerria 32, 3A Alcobendas

Soto de la Moraleja

E-28109, Madrid, Spain

  Age 59, Director appointed November 15, 2010.

Ross M Doyle

16 Erlibergstrasse

6314 Unterageri, Switzerland

  Age 41, Director and CFO appointed October 11, 2011 and resigned as a Director on October 10, 2013 (continues as CFO)

Vladimir Bernshtein

11, Minskaya St.

Moscow 121108, Russia

  Age 37, Director and Chief Development Officer, Appointed October 5, 2012

Andrey Rastko

70A, Yudahina Str.

Bishkek 720044, Kyrgyz Republic

  Age 59, Director and Chief Technology Officer, Appointed October 5, 2012

Gorden Glenn

701–2045 Lake Shore Blvd, Toronto, ON M8V 2Z6, Canada

  Age 49, Director, Appointed September 25, 2013

 

The following is a description of the employment history for each of the directors and officers for the last five years:

 

Lars Pearl, 51, President, Director and Chief Executive Officer of Cigma Metals Corporation (2004 to 2008); Mr Pearl has been self employed as a geological consultant from 1993 to 2004. Mr Pearl has spent over 10 years as a geological consultant to properties in Australia, Tanzania, Russia, Kazakhstan, Peru, Colombia and Ecuador. During the last 5 years Mr Pearl was acting as a consultant geologist to various companies, including Aurora Gold Corporation, Cigma Metals Corporation, Carnavale Resources Ltd and De Beira Goldfields in Australia, Brazil, Peru, Ecuador and Tanzania before joining the board of Aurora Gold Corporation in April 2007. Mr Pearl devotes approximately 80% of his time dealing with the affairs of Aurora Gold. Mr Pearl received a Bachelor of Applied Geology degree from the University of Technology, Sydney Australia in 1993. Mr Pearl’s extensive experience, training and education as a geologist and his experience with other resources exploration companies make him particularly qualified to serve as an Aurora director.

 

50 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Agustin Gomez de Segura, 58 was awarded a Diploma in Engineering in Physical Chemistry from the Moscow Technological University "MISA" (former Moscow Institute for Steel and Alloys). Mr Gomez de Segura also completed 4 years of a Doctorate in Metal's Physics at Moscow Technological University. Mr Gomez de Segura has had several senior roles in publicly listed companies. Mr Gomez de Segura's positions both past and present include: Director for Labtam Information & Scientific Instruments (Australia) from 1983 till 1990 and he was the Chairman of Advisory Board of Alina Bank (Russia) from 1994 till 1997. Mr Gomez de Segura’s extensive scientific experience, training and education and his overall business experience make him particularly qualified to serve as an Aurora director.

 

Ross Doyle, 41 was awarded a Bachelor of Commerce in 1991 from the University of Queensland, Australia and qualified as a Chartered Accountant in 1995. Mr Doyle has had several senior roles including 9 years commodities experience at Glencore. Mr Doyle’s extensive commodity, technology and corporate financing experience make him particularly qualified to serve as an Aurora officer.

 

Valadimir Bernshtein has been active in the mining industry with Alltech Investments Limited since 2004 and as the Investment Director since 2008.  During this time Mr Bernshtein has been involved in various Alltech  projects including Oil & Gas exploration in Western Siberia, Sakhalin Island and Kamchatka and Gold exploration in Kyrgyzstan.

 

Andrey Rastko is a geologist with vast experience within the exploration and mining sector having worked in Africa and the Commonwealth of Independent States.  Currently Mr Ratsko is the Director General of TK Geo Resource which holds licenses for precious and base metals in the Chuy region of the Kyrgyz Republic.

 

Gorden Glenn has been a director of Aurora since September 25, 2013. For the past 2 years Mr Glenn has been a corporate director and is currently the Interim President and CEO of Auriga Gold Corporation. Mr. Glenn intends to devote approximately 20% of his business time to the affairs of Aurora. Mr. Glenn is a director of the following reporting reporting issuers; Entrée Gold Corporation (ETG-TSXV), Auriga Gold Corp (AIA-TSXV), Source Exploration Limited (SOP-TSXV) and Geodex Exploration (GXM-TSXV).

 

51 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Consideration of Director Nominees

 

Director Qualifications

 

The Company believes that the Board, to the extent that limited resources permit, should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to the Company's operations and interests. Each director also is expected to: exhibit high standards of integrity, commitment and independence of thought and judgment; use their skills and experiences to provide independent oversight to the business; participate in a constructive and collegial manner; be willing to devote sufficient time to carrying out their duties and responsibilities effectively; devote the time and effort necessary to learn the business requirements and represent the long-term interests of all shareholders.

 

The Board has determined that the Board of Directors as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of our affairs. The Board believes it should be comprised of persons with skills in areas such as: finance; real estate; banking; strategic planning; human resources and diversity; leadership of business organizations; and legal matters. The Board may also consider in its assessment of the Board's diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity.

 

In addition to the targeted skill areas, the Board looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to the Board, including:

 

-Strategy—knowledge of the business model, the formulation of corporate strategies, knowledge of key competitors and markets;
-Leadership—skills in coaching and working with senior executives and the ability to assist the Chief Executive Officer;
-Organizational Issues—understanding of strategic implementation, change management processes, group effectiveness and organizational design;
-Relationships—understanding how to interact with investors, accountants, attorneys, management companies, analysts and communities in which the Company operates;
-Functional—understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and
-Ethics—the ability to identify and raise key ethical issues concerning the Company’s activities and those of senior management as they affect the business community and society.

 

52 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

The Board and Board Meetings

 

The Board of directors consists of five members [2012: five members]. Directors serve for a term of one (1) year and stand for election at the annual meeting of stockholders. Pursuant to the Bylaws, any vacancy occurring in the Board of directors, including a vacancy created by an increase in the number of directors, may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.

 

At a meeting of stockholders, any director or the entire Board of directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

 

The Board of Directors and management are committed to responsible corporate governance to ensure that the Company is managed for the long-term benefit of its shareholders. To that end, the Board of Directors and management periodically review and update, as appropriate, the corporate governance policies and practices. In so doing, the Board and management review published guidelines and recommendations of institutional shareholder organizations and current best practices of similarly situated public companies. The Board of Directors and management also regularly evaluate and, when appropriate, revise corporate governance policies and practices in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and listing standards issued by the SEC.

 

During the year ended December 31, 2013, the Board held a total of two (2) meetings. All members of the Board attended all meetings of the Board where a present entitlement existed.

 

Directors’ and Officers’ Liability Insurance

 

The Company does not currently maintain directors’ and officers’ liability insurance coverage. The Company is currently reviewing insurance policies and anticipates obtaining coverage for board of directors and officers.

 

Board Committees and Corporate Governance

 

Audit Committee

 

The Board formed an independent standing Audit Committee on October 9, 2012. Whilst a Charter is yet to be established, the Audit Committee monitors financial reporting processes and internal control systems and appoint the independent registered public auditing firm. The members of the committee are Gorden Glenn, Andrey Rastko and Agustin Gomez de Segura.

 

Compensation Committee

 

The Board does not currently have an independent standing Compensation Committee.  The full Board establishes overall compensation policies for the Company and Directors and reviews recommendations submitted by management.

 

Nominating Committee

 

The Board does not currently have an independent standing Nominating Committee. All nominating functions are handled directly by the full Board of Directors, which the Board believes is the most effective and efficient approach, based on the size of the Board and the current and anticipated operational requirements. As outlined above in selecting a qualified nominee, the Board considers such factors as it deems appropriate which may include: the current composition of the Board; the range of talents of the nominee that would best complement those already represented on the Board; the extent to which the nominee would diversify the Board; the nominee's standards of integrity, commitment and independence of thought and judgment; and the need for specialized expertise.

 

53 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Legal Proceedings

 

During the past ten years none of the directors, executive officers, promoters or control persons has been:

 

-the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
-convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
-subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
-found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;
-the subject of any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
-any Federal or State securities or commodities law or regulation; or
-any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
-any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.
-any federal or state judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions (excluding settlements between private parties); and
-any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

 

Code of Ethics

 

The Company has adopted a Code of Ethics that applies to all officers, directors and employees, including its Chief Financial Officer and Chief Executive Officer, which complies with the requirements of the Sarbanes-Oxley Act of 2002 and applicable Financial Industry Regulatory Authority listing standards. Accordingly, the Code of Ethics is designed to deter wrongdoing, and to promote, among other things, honest and ethical conduct, full, timely, accurate and clear public disclosures, compliance with all applicable laws, rules and regulations, the prompt internal reporting of violations of the Code of Ethics, and accountability.

 

Corporate Governance

 

The Company has adopted Corporate Governance Guidelines applicable to the Board of Directors.

 

Board Leadership Structure

 

The Company currently has four (4) executive officers and five (5) directors. The Board of Directors has reviewed the Company’s current Board leadership structure, which consists of a Chief Executive Officer and a Chief Financial Officer, in light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, the Company’s stockholder base, the Company’s peer group and other relevant factors, and the Company has determined that this structure is currently the most appropriate Board leadership structure for the company. Nevertheless, the Board intends to carefully evaluate from time to time the requirements of the business to ensure the structure best supports the stockholders.

 

Board Role in Risk Oversight

 

Risk is inherent in every business and how well a business manages risk can ultimately determine success. The Company faces a number of risks, including strategic risks, enterprise risks, financial risks, and regulatory risks. While management is responsible for day to day management of various risks faced, the Board of Directors, as a whole, is responsible for evaluating the exposure to risk and to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board reviews and discusses policies with respect to risk assessment and risk management. The Board also has oversight responsibility with respect to the integrity of the Company’s financial reporting process and systems of internal control regarding finance and accounting, as well as the financial statements.

 

54 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Director Independence

 

The securities are not listed on a U.S. securities exchange and, therefore, the Company is not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. However, at this time, after considering all of the relevant facts and circumstances, our Board of Directors has determined that Mr. Agustin Gomez de Segura and Gorden Glenn are independent from management and qualify as an “independent director” under the standards of independence under the applicable FINRA listing standards. Upon listing on any national securities exchange or any inter-dealer quotation system, it will elect such independent directors as is necessary under the rules of any such securities exchange.

 

Certain Relationships

 

There are no family relationships among or between any of the officers and directors.

 

The proposed business raises potential conflicts of interests between certain officers and directors and the Company. Certain directors are directors of other mineral resource companies and to the extent that such other companies may participate in ventures in which the Company may participate, the directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation. In the event that such a conflict of interest arises at a meeting of directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, involvement in a greater number of programs and reduction of the financial exposure with respect to any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.

 

In determining whether the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to us, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest. The Company is not aware of the existence of any conflict of interest as described herein.

 

Compensation of Directors

 

The Board of Directors determines the non-employee directors’ compensation for serving on the Board and its committees. In establishing director compensation, the Board is guided by the following goals:

-Compensation should consist of a combination of cash and equity awards that are designed to fairly pay the directors for work required for a company of our size and scope;
-Compensation should align the directors’ interests with the long-term interests of stockholders; and
-Compensation should assist with attracting and retaining qualified directors.

 

During 2013 Agustin Gomez de Segura was paid a $36,000 director’s fee (2012: $27,000). Directors are entitled to participate in, and have been issued options under, the 2007 Stock Plan (as amended 29 September 2008). The Company also reimburses directors for any actual expenses incurred to attend meetings of the Board or travel upon request of the Company.

 

The following table reports all compensation the Company paid to non-employee directors, in their capacity as members of the Board, during the fiscal years 2013 and 2012 inclusive:

 

55 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

For Year Ended December 31  2013   2012 
Agustin Gomez de Segura   36,000    27,000 
Valadimir Bernshtein   82,000    18,000 
Andrey Rastko   82,000    18,000 
Gorden Glenn   7,337    - 

 

Standard Arrangements

 

During fiscal 2013 the Company accrued $10,800 for Chairman’s fees (Fiscal 2012: $10,800). The Company reimburses directors for reasonable expenses incurred for attending meetings of the Board of Directors.

 

ITEM 11 – EXECUTIVE COMPENSATION

 

The responsibility for establishing, administering and interpreting the policies governing the compensation and benefits for the executive officers lies with the Board of Directors. In this regard the Board has not retained the services of any compensation consultants.

 

The goals of the executive compensation program are to attract, motivate and retain individuals with the skills and qualities necessary to support and develop the business within the framework of size and resource availability. During fiscal year 2013, the Company designed executive compensation program to achieve the following objectives:

 

-attract and retain executives experienced in the resource exploration industry;
-motivate and reward executives whose experience and skills are necessary to the Company’s ultimate success;
-reward performance as warranted; and align the interests of the executive officers and stockholders by motivating executive officers to increase stockholder value.

 

56 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

SUMMARY COMPENSATION TABLE

 

The following table summarizes the compensation earned by the Named Executive Officers during the fiscal years ended December 31, 2013, and 2012:

 

Name and principal position  

Year 

 

Salary

($)

 

Bonus

($)

 

Stock
Awards

($)

 

Option
Awards

($)

 

Non-Equity
Incentive
Plan

($)

  Non-qualified
Deferred
Compensation
Earnings ($)
 

All other
compensation

($)

 

Total

($)

Lars M Pearl[1]

(President, CEO, Director)

 

2012

2013

 

126,004

132,000

 

-

-

 

-

-

 

21,840

-

 

-

-

 

-

-

 

-

-

 

147,844

132,000

Ross Doyle[2]

(Director, CFO)[3]

 

2012

2013

 

112,710

106,000

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

112,710

106,000

Valadimir Bernshtein (Director, Chief Development Officer)[4]  

2012

2013

 

18,000

82,000

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

18,000

82,000

Andrey Rastko

(Director, Chief Technology Officer)[5]

 

2012

2013

 

18,000

82,000

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

-

 

18,000

82,000

  

No officers or directors are subject to an employment agreement with the Company, except for Lars Pearl who is entitled to a 6 month termination payment of CHF12,000 per month. The entire Board of Directors sets the current year compensation levels of each of the above named Executive Officers.

 

 

1 In Q4 2011 Lars Pearl debt settled for equity in the Company.

2 Effective October 11, 2011, Mr Doyle’s consulting company entered into a services agreement pursuant to which Mr Doyle’s company will be serving at the Company’s Chief Financial Officer. Global Strategic Synergies AG will be paid a monthly service fee of 10,000 Swiss Francs. The services agreement may be terminated by either party upon advanced written notice to the other party of 20 business days.

3 On October 10, 2013 Ross Doyle resigned as a Director

4 Valadimir Bernshtein was appointed October 5, 2012.

5 Andrey Rastko was appointed October 5, 2012.

 

57 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Options/SAR Grants Table

 

In 2007, the Board of Directors approved the 2007 Stock Option Plan (the “Plan”) which was subsequently approved by the shareholders in July 2007 and amended in September 2008, to offer an incentive to obtain services of key employees, directors and consultants of the Company. The Plan provides for the reservation for awards of an aggregate of 10% of the total shares of Common Stock outstanding from time to time. No Plan participant may receive stock options exercisable for more than 2,500,000 shares of Common Stock in any one calendar year. Under the Plan, the exercise price of an incentive stock option must be at least equal to 100% of the fair market value of the common stock on the date of grant (110% of fair market value in the case of options granted to employees who hold more than 10% of our capital stock on the date of grant). The term of stock options granted under the Plan is not to exceed ten years and the stock options vest immediately upon granting.

 

The Company awarded stock purchase options to the directors and officers of the Company and others during the fiscal years as set out below.

 

   Stock Options
#
   Exercise Price
Ranges
$
 
Outstanding and exercisable at December 31, 2011   1,810,000    0.25-1.30 
           
Forfeited during the fiscal year 2012   240,000    1.30 
Granted during the fiscal year 2012   360,000    0.325- 0.25 
Outstanding and exercisable at December 31, 2012   1,930,000    —   
           
 Forfeited during the fiscal year 2013   —      —   
Granted during the fiscal year 2013   —      —   
Outstanding and exercisable at December 31, 2013   1,930,000    0.25-0.60 

 

The following is a summary of stock options granted and the status of stock options outstanding and exercisable at December 31, 2013 (there are no Stock Awards):

 

Option Awards                   
Name  Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
   Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
   Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
   Option
Exercise
Price per
Share
($)
   Option Expiration
Date
Lars Pearl   200,000    —      —     $0.60   October 10, 2016
Agustin Gomez de Segura   200,000    —      —     $0.60   October 10, 2016
Ross Doyle   200,000    —      —     $0.60   October 10, 2016
Joseph Sierchio   40,000    —      —     $0.60   October 10, 2016
Coresco AG   200,000    —      —     $0.60   October 10, 2016
Lars Pearl   250,000    —      —     $0.25   November 23, 2016
Agustin Gomez de Segura   220,000    —      —     $0.25   November 23, 2016
Ross Doyle   220,000    —      —     $0.25   November 23, 2016
Luis Mauricio   40,000    —      —     $0.25   November 23, 2016
Lars Pearl   160,000    —      —     $0.25   January 17, 2017
Agustin Gomez de Segura   160,000    —      —     $0.25   January 17, 2017
Global Strategic Synergies Pty Ltd   40,000    —      —     $0.32   April 9, 2017
Total   1,930,000                   

 

58 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table

 

At December 31, 2013 the Company had 1,930,000 (2012: 1,930,000) stock purchase options outstanding. At no time during the last completed fiscal year did the Company, while a reporting company pursuant to Section 13(a) of 15(d) of the Exchange Act, adjust or amend the exercise price of the stock options or SARs previously awarded to any of the named executive officers, whether through amendment, cancellation or replacement grants, or any other means.

 

Long-Term Incentive Plans

 

There are no arrangements or plans in which the Company provide pension, retirement or similar benefits for directors or executive officers, except that the directors and executive officers may receive stock options at the discretion of the Board of Directors. The Company does not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board of Directors.

 

The Company has no plans or arrangements in respect of remuneration received or that may be received by executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer, except for Lars Pearl who is entitled to a 6 month termination payment of CHF12,000 per month.

 

Compensation of Directors

 

The Company reimburses directors for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of board of directors. The board of directors may award special remuneration to any director undertaking any special services other than services ordinarily required of a director. Only the Chairman and no other director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments, or incurred in connection with attending board meetings in Fiscal 2010. During Fiscal 2013, $36,000 was paid for services rendered to the Chairman (Fiscal 2012: $27,000 and $40,000 was paid for services rendered to the Chairman).

 

Employment Contracts

 

During the year ended December 31, 2013, consulting fees of $445,337 (2012: $301,714) were incurred to directors and officers of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

 

There are no arrangements or plans in which the Company provides pension, retirement or similar benefits for directors or executive officers. The directors and executive officers may receive stock options at the discretion of the board of directors and are incentivised to pursue capital raising activities. The Company does not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

 

The Company has no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer (except for Lars Pearl who is entitled to a 6 month termination payment of CHF12,000 per month).

 

59 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information regarding the beneficial ownership of common stock as of March 31, 2014, by (i) each person who is known by the Company to beneficially own more than five percent (5%) of outstanding common stock; (ii) each of the directors and officers; and (iii) all directors and officers as a group. As at March 31, 2014, 51,188,990 shares of common stock were issued and outstanding.

 

Name and Address of Beneficial Owner  Amount and Nature
of Beneficial Owner
   Percentage of Class
(%)
 
         
Alltech Capital Limited
59/63 Line Wall Road, PO Box 199
Gibraltar
   29,720,000    54.55%
           
Officers and Directors          
Agustin Gomez de Segura
c.Kerria 32, 3A Alcobendas
Soto de la Moraleja, E-28109, Madrid, Spain
   1,245,780    2.29%
           
Lars M. Pearl
Hofnerstrasse 13
6314 Unterageri, Switzerland
   1,980,982    3.64%
           
Ross Doyle
16 Erlibergstrasse
6314 Unteraegeri
Switzerland
   1,358,490    2.49%
Directors and Officers as a group (3 persons)   31,585,253    61.02%

 

The above is calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 54,478,990 shares of common stock issued and outstanding on a fully diluted basis as of March 31, 2014. Under Rule 13d-3(d) shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

 

On October 5, 2012, the Company, completed the sale of 27,000,000 shares of the Company’s common stock for a purchase price of $5,000,000, to Alltech Capital Limited pursuant to the terms of a subscription agreement entered into between the Company and the Alltech Capital Limited dated September 21, 2012. As a result of the sale of 27,000,000 shares of the Company’s common stock of approximately 54%, a change in control of the Company has occurred. 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. 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.

 

On August 15, 2013, an Information Statement was filed with the Securities and Exchange Commission and was mailed or otherwise furnished to the registered stockholders of Aurora in connection with the prior approval by the board of directors of Aurora, and receipt by the board of approval by written consent of the holders of a majority of Aurora’s outstanding shares of common stock, of a resolution to:

 

-Approve a consolidation of the issued and outstanding shares of common stock of Aurora, without correspondingly decreasing the number of authorized shares of common stock, on a five “old” shares for every one “new” share basis, which will result in a decrease of Aurora’s issued and outstanding share capital from 249,144,706 shares to approximately 49,828,942 shares of common stock, not including any rounding up of fractional shares to be issued on consolidation;
-Approve a change of the par value of the shares of common stock of Aurora from a pre-consolidated par value of $0.001 per share to an amended par value of $0.005 per share; and

 

60 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

-Amend Article Four of the Articles of Aurora as follows “FOURTH. The authorized capital stock of this Corporation shall consist of 300 Million (300,000,000) shares of common stock with a par value of $0.005 per share.”

 

Section 228 of the Delaware General Corporation Law and the By-laws of Aurora provide that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if stockholders holding at least a majority of the voting power sign a written consent approving the action. On July 24, 2013, the board of directors of Aurora approved and recommended the Resolutions. Subsequently, the holders of a majority of the voting power signed and delivered to Aurora written consents representing at least 57.4% of the voting shares of common stock approving the Resolutions, in lieu of a meeting. Since the holders of the required majority of shares of common stock have approved the Resolutions, no other votes are required or necessary and no proxies are being solicited with this Information Statement. Aurora has obtained all necessary corporate approvals in connection with the Resolutions and your consent is not required and is not being solicited in connection with the approval of the Resolutions. The Information Statement was furnished solely for the purpose of informing stockholders in the manner required under the Securities Exchange Act of 1934 of these corporate actions before they take effect. The Resolutions will not become effective until (i) the date the Company receives confirmation from FINRA regarding the approval and effective date of the corporate action, or, (ii) such later date as approved by the board of directors, in its sole discretion. The Certificate of Amendment was filed with the Secretary of State of Delaware and became effective October 22, 2013,

 

Stock options awarded for the aforementioned directors and officers are summarised in the below table. The options are exercisable at any time from the grant date up to and including the expiry date.

 

Name  Number   Granted  Exercise
Price
   Expiry Date
Lars M Pearl   200,000   October 11, 2011  $0.60   October 10, 2016
Lars M Pearl   250,000   November 24, 2011  $0.25   November 23, 2016
Lars M Pearl   160,000   January 13, 2012  $0.25   January 17, 2017
Agustin Gomez de Segura   200,000   October 11, 2011  $0.60   October 10, 2016
Agustin Gomez de Segura   220,000   November 24, 2011  $0.25   November 23, 2016
Agustin Gomez de Segura   160,000   January 13, 2012  $0.25   January 17, 2017
Ross Doyle   200,000   October 11, 2011  $0.60   October 10, 2016
Ross Doyle   220,000   November 24, 2011  $0.25   November 23, 2016

 

Changes in Control

 

On October 5, 2012, the Company, completed the sale of 27,000,000 shares of the Company’s common stock for a purchase price of $5,000,000, to Alltech Capital Limited pursuant to the terms of a subscription agreement entered into between the Company and the Alltech Capital Limited dated September 21, 2012. As a result of the sale of 27,000,000 shares of the Company’s common stock of approximately 54%, a change in control of the Company has occurred. 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. 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 Development Director.

 

There were other no arrangements during the last completed fiscal year or subsequent period to March 31, 2014, which resulted in a change in control.

 

61 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

The proposed business raises potential conflicts of interests between certain of officers and directors of the Company. Certain directors are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation. In the event that such a conflict of interest arises at a meeting of directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, involvement in a greater number of programs and reduction of the financial exposure with respect to any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.

 

In determining whether the Company will participate in a particular program and the interest therein to be acquired, the directors will primarily consider the potential benefits to the Company, the degree of risk exposure and the financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest. The Company is not aware of the existence of any conflict of interest as described herein.

 

Transactions with Related Persons

 

Other than as disclosed below, during the fiscal years ended December 31, 2013 and 2012, none of the current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect the Company.

 

There have been no transactions or proposed transactions with officers and directors during the last two years to which the Company is a party except as follows:

 

During the year ended December 31, 2013, consulting fees of $445,337 (2012: $301,714) were paid to directors and officers of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties. Coresco also charged for S1 fund raising and geophysical consulting activities for a total of $79,171 during the 2012 year.

 

62 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees

 

The aggregate fees billed and expected to be billed for professional services by Peterson Sullivan LLP for the audit of annual consolidated financial statements and review of consolidated financial statements included in Form 10-Q (17 CFR 249.308b) or services that were normally provided by the accountant in connection with statutory and regulatory filings or engagements for the 2013 fiscal year are $36,000 (2012: $36,000).

 

Audit-Related Fees

 

The aggregate fees billed for assurance and related services by Peterson Sullivan LLP that are reasonably related to the performance of the audit or review of consolidated financial statements and are not reported under audit fees for fiscal 2013 were $0 (2012: $0).

 

Tax Fees

 

The aggregate fees billed for professional services by Peterson Sullivan LLP for tax compliance for fiscal 2012 were $3,000 (2012: $3,000).

 

All Other Fees

 

The aggregate fees billed for products and services provided by Peterson Sullivan LLP, other than reported under Audit Fees, Audit-Related Fees and Tax Fees for fiscal 2013 were nil (2012: $0). The Audit Committee feels that the services rendered by Peterson Sullivan LLP were compatible with maintaining the principal accountant's independence.

 

PART IV

 

ITEM 15 – EXHIBIT, FINANCIAL STATEMENT SCHEDULES

 

1.Financial Statements

 

Audited financial statements of Aurora Gold Corporation have been included in Item 8 above and Exhibit A attached.

 

2.Financial Statement Schedules

 

All schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15.

 

3.Exhibits

 

All Exhibits required to be filed with the Form 10-K are included in this annual report or incorporated by reference to the Companies previous filings with the SEC which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-24393 98720970.

 

63 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Exhibit   Description   Status
3.1.1   Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB   Filed
3.1   Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB   Filed
3.1   Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB   Filed
3.1.2   Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB   Filed
3.1.3   Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB   Filed
3.2.1   By-laws incorporated by reference to the registration statement on Form 10SB   Filed
3.2.2   Amended and Restated By-laws incorporated by reference to the registration statement on Form 10SB   Filed
4.1   Form of Subscription Agreement incorporated by reference to the Post-Effective amendments for registration statement on Form S-1   Filed
4.2   Form of Series A Warrant incorporated by reference to the Post-Effective amendments for registration statement on Form S-1 filed   Filed
4.3   Debt Settlement Agreement with Samba Minerals Limited incorporated by reference to the registration statement on Form S-1 filed   Filed
4.4   Form of Debt Settlement Agreement with Axino AG, Heroe Investments Inc, Jolanda Investments Ltd, Gemeinhardt GmbH, Lars Pearl and WS Marketing GmbH. incorporated by reference to the registration statement on Form S-1   Filed
10.1   Consulting Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB   Filed
10.1   Services Agreement (the “LP Services Agreement”) with Lars Pearl, the Company’s Chief Executive Officer, pursuant to which Mr Pearl will serve as the Company’s Chief Executive Officer.   Filed
10.1   Services Agreement (the “AS Services Agreement”) with Agustin Gomez de Segura, the Company’s Chairman and sole independent director, pursuant to which Mr Segura will serve as the Company’s Chairman and independent director.   Filed
10.2   Confidentiality Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB   Filed
10.3   Assignment of Novo Porto and Santa Clara Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB   Filed
10.4   Novo Porto Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB   Filed
10.5   Declaration of Translator for translation of Porto Novo Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB   Filed
10.6   Novo Porto Option Agreement incorporated by reference to the Form 10-KSB   Filed
10.7   Declaration of Translator for translation of Novo Porto Option Agreement from Portuguese to English Corporation incorporated by reference to the Form 10-KSB   Filed
10.8   Santa Clara Memorandum of Understanding incorporated by reference to the registration statement on Form SB filed   Filed
10.9   Declaration of Translator for translation of Santa Clara Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed   Filed
10.10   Assignment of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB   Filed
10.11   Ouro Mil Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed   Filed

 

64 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Exhibit   Description   Status
10.12   Declaration of Translator for translation of Ouro Mil Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB   Filed
10.13   Ouro Mil Option Agreement incorporated by reference to the Form 10-KSB   Filed
10.14   Declaration of Translator for translation of Ouro Mil Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB   Filed
10.15   Assignment of Sao Domingos Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB   Filed
10.16   Sao Domingos Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB   Filed
10.17   Declaration of Translator for translation of Sao Domingos Memorandum of Understanding from Portuguese to English incorporated by reference to the registration statement on Form SB   Filed
10.18   Săo Domingos Option Agreement incorporated by reference to the Form 10-KSB   Filed
10.19   Declaration of Translator for translation of Săo Domingos Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB   Filed
10.20   Santa Isabel Option Agreement incorporated by reference to the Form 10-KSB   Filed
10.21   Declaration of Translator for translation of Santa Isabel Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB   Filed
10.22   Săo Joăo Option Agreement incorporated by reference to the Form 10-KSB   Filed
10.23   Declaration of Translator for translation of Săo Joăo Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB   Filed
10.24   Piranhas Memorandum of Understanding incorporated by reference to the Form 10-KSB   Filed
10.25   Declaration of Translator for translation of Piranhas Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-KSB   Filed
10.26   Branca de Neve Memorandum of Understanding incorporated by reference to the Form 10- QSB   Filed
10.27   Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB   Filed
10.28   Bigode Memorandum of Understanding incorporated by reference to the Form 10-QSB   Filed
10.29   Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed   Filed
10.30   Santa Lucia Memorandum of Understanding incorporated by reference to the Form 10-QSB   Filed
10.31   Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB   Filed
10.34   Settlement Agreement dated as of August 9, 2007 between the Company and Luis Mauricio incorporated by reference to the Form SB-2   Filed
10.35   Form of Subscription Agreement between the Selling Stockholders and the Company incorporated by reference to the Form SB-2   Filed
10.36   Comandante Araras Memorandum of Understanding incorporated by reference to the Form 10-KSB   Filed
10.37   2007 Stock Option Plan incorporated by reference to the Form 10-KSB   Filed
10.38   Asset Purchase Agreement dated June 15, 2010 incorporated by reference to the registration statement on Form S-1/A   Filed
10.39   Asset Purchase Agreement dated June 14, 2011 incorporated by reference to the 8-K   Filed
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   Included
31.2  

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  Included

 

65 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

Exhibit   Description   Status
32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   Included
32.2   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   Included
99.1   Corporate Governance Principles incorporated by reference to the Form 10-KSB filed on March 25, 2004 (SEC File No. 000-24393- 04689262).   Filed
101*  

Financial statements from the quarterly reports on Form 10-Q of Aurora Gold Corporation for the quarter ended May 31, 2013, 2012 and beyond are formatted in XBRL: (i) the Balance Sheets, (ii) the Statements of Operations; (iii) the Statements of Cash Flows, and (iv) the Statements of Stockholders’ Equity (Deficit).

 

* In accordance with Rule 406T of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

  Filed
101.INS   XBRL Instance Document   Filed
101.SCH   XBRL Taxonomy Extension Schema   Filed
101.CAL   XBRL Taxonomy Extension Calculation Linkbase   Filed
101.DEF   XBRL Taxonomy Extension Definition Linkbase   Filed
101.LAB   XBRL Taxonomy Extension Label Linkbase   Filed
101.PRE   XBRL Taxonomy Extension Presentation Linkbase   Filed

 

 

* Filed Herewith

 

66 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

EXHIBIT A

FINANCIAL STATEMENTS

 

67 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

Aurora Gold Corporation

 

We have audited the accompanying consolidated balance sheets of Aurora Gold Corporation (an exploration stage company) and Subsidiary (“the Company”) as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive income (loss), stockholders’ equity (deficiency), and cash flows for the years then ended, and for the period from October 10, 1995 (date of inception) to December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those statements require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Aurora Gold Corporation (an exploration stage company) and Subsidiary as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended, and for the period from October 10, 1995 (date of inception) to December 31, 2013, in conformity with accounting principles generally accepted in the United States.

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred operating losses since inception, has not been able to generate any operating revenues to date, and used cash during 2013 operations of $3,414,198. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/S/ PETERSON SULLIVAN LLP

 

 

Seattle, Washington

March 31, 2014

 

68 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

CONSOLIDATED BALANCE SHEETS

 

AURORA GOLD CORPORATION  31 December   31 December 
Consolidated Balance Sheets  2013   2012 
(An exploration stage enterprise)        
(Expressed in U.S. Dollars)  $   $ 
ASSETS          
Current assets          
Cash  55,161   3,963,836 
Prepayments   69,519    67,910 
Total current assets   124,680    4,031,746 
           
Non current assets          
Vehicles and other equipment, net   377,532    97,916 
Land Possession Rights   53,323    - 
Total non current assets   430,855    97,916 
Total assets   555,535    4,129,662 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)          
Current liabilities          
Accounts payable and accrued expenses   185,267    119,123 
Accounts payable and accrued expenses - related party   10,800    126,220 
Advances payable - related party   32,000    32,000 
Total current liabilities   228,067    277,343 
           
Stockholders’ Equity (Deficiency)          
Common stock with par value of $0.005 each Authorized: 300,000,000 (Dec 31, 2012: 300,000,000) Issued and outstanding: 49,828,942 (Dec 31, 2012: 49,828,942)   249,146    249,146 
Additional paid-in capital   27,211,349    27,211,349 
Accumulated other comprehensive income (loss)   (126,564)   (7,202)
Accumulated deficit during the exploration stage   (27,006,463)   (23,600,974)
Total stockholders’ equity (deficiency)   327,468    3,852,319 
Total liabilities and stockholders’ equity (deficiency)   555,535    4,129,662 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

69 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

AURORA GOLD CORPORATION  Cumulative         
   October 10, 1995   For the   For the 
(An exploration stage enterprise)  (inception)   Year Ended   Year Ended 
Consolidated Statements of Comprehensive Income (Loss)  to 31 December   31 December   31 December 
(Expressed in U.S. Dollars)  2013   2013   2012 
   $   $   $ 
Operating expenses               
Independent directors fees     43,338   - 
Professional fees - audit, legal, company secretary       618,294    125,838 
Investor relations, listing and filing fees       200,563    - 
Travel and accommodation       178,852    - 
Salaries, management and consulting fees       556,017    447,088 
Telecommunication costs       4,548    - 
Other general and administrative       88,322    380,439 
Total general and administration   10,259,421    1,689,934    953,365 
Depreciation and amortization   192,431    42,176    5,129 
Interest and bank charges   405,035    8,253    2,525 
Imputed interest on loan payable - related party   1,560    -    - 
Foreign exchange loss (gain)   (25,386)   (11,630)   1,563 
Exploration expenses   11,746,892    1,682,767    332,785 
Property search and negotiation   479,695    -    - 
Write-off of equipment   240,338    -    - 
    23,299,986    3,411,500    1,295,367 
Other income (expense)               
Gain (loss) on disposition of subsidiary   (2,541,037)   -    - 
Interest income   28,497    6,011    133 
Gain on sale of rights to Matupa agreement, net   80,237    -    - 
Loss on investments   (37,971)   -    94,860 
Loss on spun-off operations   (316,598)   -    - 
Loss on extinguishment of liabilities   (919,605)   -    - 
    (3,706,477)   6,011    94,993 
Net Loss   (27,006,463)   (3,405,489)   (1,200,374)
Other comprehensive income (loss)        -    - 
Foreign currency translation adjustments        (119,362)   63,323 
Comprehensive income (loss)        (3,524,851)   (1,137,051)
Net Loss Per Share – Basic and Diluted        (0.07)   (0.04)
Weighted Average Shares Outstanding – Basic and Diluted        49,828,942    29,052,382 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

70 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

AURORA GOLD CORPORATION  Cumulative         
   October 10, 1995   For the   For the 
(An exploration stage enterprise)  (inception)   Year Ended   Year Ended 
Consolidated Statements of Cash Flows  to 31 December   31 December   31 December 
(Expressed in U.S. Dollars)  2013   2013   2012 
   $   $   $ 
Cash Flows From Operating Activities               
Net loss for the period  (27,006,463)  (3,405,489)  (1,200,374)
Adjustments to reconcile net loss to cash used in operating activities        -      
Depreciation and amortization   192,428    42,176    5,129 
Stock compensation expense on stock option grants   1,624,012    -    55,660 
Expenses satisfied with issuance of common stock   1,202,054    -    - 
Expenses satisfied with transfer of marketable securities   33,903    -    - 
Imputed interest on loan payable - related parties   1,560    -    - 
Write-off of equipment   240,338    -    - 
Adjustment for spin-off of Aurora Metals (BVI) Limited   316,498    -    - 
Loss on disposal of subsidiary   2,757,511    -    - 
Realized loss on investments   37,971    -    - 
Gain on sale of rights to Matupa agreement (net)   (80,237)   -    - 
(Gain) loss on extinguishment of liabilities   919,605    -    (94,860)
Foreign exchange (gain) loss  related to notes payable   (24,534)   -    - 
Change in operating assets and liabilities               
Decrease (increase) in receivables and other assets   (206,978)   -    - 
(Increase) decrease in prepaid expenses and other assets   (89,977)   (1,609)   (67,910)
Increase (decrease) in accounts payable and accrued expenses               
(including related party)   1,063,787    (49,276)   6,013 
Net Cash Used in Operating Activities   (19,018,522)   (3,414,198)   (1,296,342)
Cash Flows From Investing Activities               
Purchase of equipment and land possession rights   (683,505)   (375,115)   (103,045)
Proceeds on disposal of equipment   16,761    -    - 
Payment for mineral property Reclamation Bonds   (245,221)   -    - 
Proceeds from disposition of marketable securities   32,850    -    - 
Acquisition of mineral property costs and related equipment   (672,981)   -    - 
Payment for incorporation cost   (11,511)   -    - 
Net CashProvided by (used in) Investing Activities   (1,563,607)   (375,115)   (103,045)
Cash Flows From Financing Activities               
Proceeds from common stock less issuance costs   19,140,912    -    5,096,473 
Loan proceeds from related party   289,000    -    - 
Net proceeds from (payments on) convertible notes and loans   969,252    -    - 
Net proceeds from (payments on) advances payable   45,000    -    - 
Net proceeds from (payments on) advances payable -related parties   92,000    -    - 
Net Cash Provided by Financing Activities   20,536,164    -    5,096,473 
Effect of exchange rate changes on Cash and Cash Equivalents   101,126    (119,362)   29,324 
(Decrease) Increase in Cash   55,161    (3,908,675)   3,726,410 
Cash at Beginning of Period        3,963,836    237,426 
Cash at End of Period   55,161    55,161    3,963,836 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

71 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

AURORA GOLD CORPORATION                      Accumulated     
(An exploration stage enterprise)                  Accumulated   Other   Total 
           Additional   Advances for   (deficit) during   Comprehensive   Stockholders' 
Consolidated Statements of Stockholders' Equity (Deficiency)  Common Stock       paid-in   Stock   Exploration   Income   Equity 
October 10, 1995 (inception) to Balance Sheet Date  Shares   Amount   capital   Subscriptions   Stage   (Loss)   (Deficiency) 
(Expressed in U.S. Dollars)  #   $   $   $   $   $   $ 
                             
Balance, October 10, 1995   -    -    -    -    -    -    - 
Issuance of common stock for - settlement of indebtedness   2,292,231    11,461    -    -    -    -    11,461 
Net (loss) for the period   -         -    -    -    -    - 
Balance December 31, 1995   2,292,231    11,461    -    -    -    -    11,461 
Adjustment for reverse stock split   (1,528,153)   (7,641)   -    -    -    -    (7,641)
Issuance of common stock for - cash at $0.005 per share   1,160,000    5,800    341,761    -    -    -    347,561 
- resource property   60,000    300    2,700    -    -    -    3,000 
Net (loss) for the period   -                   (361,208)   -    (361,208)
Balance December 31, 1996   1,984,077    9,920    344,461         (361,208)   -    (6,827)
Issuance of common stock for - cash in March 1997 (less issue costs of $4,842)   150,000    750    744,408    -    -    -    745,158 
Net (loss) for the period   -              -    (615,880)   -    (615,880)
Balance December 31, 1997   2,134,077    10,670    1,088,869    -    (977,088)   -    122,451 
Issuance of common stock for:                                   
- settlement of indebtedness   19,221    96    68,601    -    -    -    68,697 
- cash in May 1998   40,000    200    249,800    -    -    -    250,000 
- cash in November 1998   14,333    72    53,678    -    -    -    53,750 
- cash in December 1998   28,667    143    107,357    -    -    -    107,500 
Grant of options to employees and directors   -         518,900    -    -    -    518,900 
Grant of options to consultants   -         172,100    -    -    -    172,100 
Net (loss) for the period   -              -    (1,151,604)   -    (1,151,604)
Balance December 31, 1998   2,236,298    11,181    2,259,304    -    (2,128,692)   -    141,794 
Issuance of common stock for:                                   
- settlement of indebtedness   46,257    231    160,151    -    -    -    160,382 
- cash in March 1999   4,574    23    14,977    -    -    -    15,000 
- finder's fee in February 1999   5,000    25    20,287    -    -    -    20,312 
Grant of options to consultants   -         29,500    -    -    -    29,500 
Cash advanced on stock subscriptions   -              425,000    -         425,000 
Net (loss) for the period   -              -    (855,391)   -    (855,391)
Balance December 31, 1999   2,292,130    11,461    2,484,219    425,000    (2,984,083)   -    (63,403)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

72 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

AURORA GOLD CORPORATION                      Accumulated     
(An exploration stage enterprise)                  Accumulated   Other   Total 
           Additional   Advances for   (deficit) during   Comprehensive   Stockholders' 
Consolidated Statements of Stockholders' Equity (Deficiency)  Common Stock       paid-in   Stock   Exploration   Income   Equity 
October 10, 1995 (inception) to Balance Sheet Date  Shares   Amount   capital   Subscriptions   Stage   (Loss)   (Deficiency) 
(Expressed in U.S. Dollars)  #   $   $   $   $   $   $ 
Balance December 31, 1999  2,292,130    11,461    2,484,219    425,000    (2,984,083)   -    (63,403)
Issuance of common stock for:                                   
- settlement of indebtedness   39,800    199    99,301    -    -    -    99,500 
- cash in March 2000   70,000    350    174,650    (175,000)   -    -    - 
- cash in March 2000   110,000    550    249,450    (250,000)   -    -    - 
Cancellation of shares in April 2000   (18,141)   (91)   (56,600)   -    -    -    (56,691)
Exercise of options in June 2000   81,000    405    3,645    -    -    -    4,050 
Spin-off of Aurora Metals (BVI) Limited   -         316,498    -    -    -    316,498 
Net (loss) for the period   -              -    (677,705)   -    (677,705)
Balance December 31, 2000   2,574,789    12,874    3,271,163    -    (3,661,788)   -    (377,751)
Components of comprehensive income (loss):                                   
- Net income for the period   -              -    128,545    -    128,545 
- Unrealized holding losses on available-for-sale securities   -              -    -    (141,928)   (141,928)
Balance December 31, 2001   2,574,789    12,874    3,271,163    -    (3,533,243)   (141,928)   (391,134)
Issuance of common stock for:                                   
- settlement of indebtedness   741,608    3,708    351,492    -    -    -    355,200 
Components of comprehensive income (loss):   -              -    -    -    - 
- Net loss for the period   -              -    (137,329)   -    (137,329)
- Unrealized holding gain on available-for-sale securities   -              -    -    141,928    141,928 
Balance, December 31, 2002   3,316,396    16,582    3,622,655    -    (3,670,572)   -    (31,335)
Issuance of common stock for:                                   
- settlement of indebtedness   550,490    2,752    114,806    -    -    -    117,558 
- cash in December 2003   20,000    100    24,900    -    -    -    25,000 
Components of comprehensive income (loss):   -                               
- Net loss for the period   -              -    (96,404)   -    (96,404)
Balance, December 31, 2003   3,886,886    19,434    3,762,361    -    (3,766,976)   -    14,819 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

73 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

AURORA GOLD CORPORATION                      Accumulated     
(An exploration stage enterprise)                  Accumulated   Other   Total 
           Additional   Advances for   (deficit) during   Comprehensive   Stockholders' 
Consolidated Statements of Stockholders' Equity (Deficiency)  Common Stock       paid-in   Stock   Exploration   Income   Equity 
October 10, 1995 (inception) to Balance Sheet Date  Shares   Amount   capital   Subscriptions   Stage   (Loss)   (Deficiency) 
(Expressed in U.S. Dollars)  #   $   $   $   $   $   $ 
Balance, December 31, 2003   3,886,886    19,434    3,762,361    -    (3,766,976)   -    14,819 
Issuance of common stock for:                                   
- cash in January 2004, less issuance costs   20,000    100    22,400    -    -    -    22,500 
Imputed interest   -         1,560    -    -    -    1,560 
Components of comprehensive income (loss):   -                               
- Net loss for the period   -              -    (223,763)   -    (223,763)
    -                               
Balance, December 31, 2004   3,906,886    19,534    3,786,321    -    (3,990,739)   -    (184,884)
Issuance of common stock for:                                   
- cash in July 2005   2,600,000    13,000    637,000    -    -    -    650,000 
- settlement of indebtedness   736,818    3,684    158,816    -    -    -    162,500 
Components of comprehensive income (loss):   -                               
- Net (loss) for the period   -              -    (457,271)   -    (457,271)
- Unrealized holding losses on available-for-sale securities   -              -    -    (4,614)   (4,614)
Balance, December 31, 2005   7,243,704    36,218    4,582,137    -    (4,448,010)   (4,614)   165,731 
Issuance of common stock for - cash in February 2006 (less                                   
issurance costs of $110,000)   1,600,000    8,000    3,882,000    -    -    -    3,890,000 
- non cash finder's fee in December 2006   50,000    250    174,750    -    -    -    175,000 
- cash in December 2006   200,000    1,000    499,000    -    -    -    500,000 
Components of comprehensive income (loss):   -                               
- Net (loss) for the period   -              -    (5,463,855)   -    (5,463,855)
- Foreign currency translation adjustments   -              -    -    (3,692)   (3,692)
- Reclassification adjustment for losses on available-for-sale                                   
securities included in net loss   -              -    -    4,614    4,614 
Balance, December 31, 2006   9,093,704    45,468    9,137,887    -    (9,911,865)   (3,692)   (732,202)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

74 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

AURORA GOLD CORPORATION                      Accumulated     
(An exploration stage enterprise)                  Accumulated   Other   Total 
           Additional   Advances for   (deficit) during   Comprehensive   Stockholders' 
Consolidated Statements of Stockholders' Equity (Deficiency)  Common Stock       paid-in   Stock   Exploration   Income   Equity 
October 10, 1995 (inception) to Balance Sheet Date  Shares   Amount   capital   Subscriptions   Stage   (Loss)   (Deficiency) 
(Expressed in U.S. Dollars)  #   $   $   $   $   $   $ 
Balance, December 31, 2006   9,093,704    45,468    9,137,887    -    (9,911,865)   (3,692)   (732,202)
Issuance of common stock for:                                   
- cash in March 2007   100,000    500    249,500    -    -    -    250,000 
- cash in July 2007   1,000,000    5,000    1,245,000    -    -    -    1,250,000 
- settlement of indebtedness in August 2007   50,000    250    49,750    -    -    -    50,000 
- cash in September 2007   800,000    4,000    796,000    -    -    -    800,000 
Stock option compensation expense   -         454,295    -    -    -    454,295 
Components of comprehensive income (loss):   -                               
- Net (loss) for the period   -              -    (3,259,732)   -    (3,259,732)
- Foreign currency translation adjustments   -              -    -    (65,255)   (65,255)
Balance, December 31, 2007   11,043,704    55,218    11,932,432    -    (13,171,597)   (68,947)   (1,252,894)
Issuance of common stock for - non cash finder's fee in July 2008   50,000    250    24,750    -    -    -    25,000 
- settlement of indebtedness in December 2008   520,667    2,603    153,597    -    -    -    156,200 
Components of comprehensive income (loss):   -                               
- Net (loss) for the period   -              -    (520,105)   -    (520,105)
- Foreign currency translation adjustments   -              -    -    36,259    36,259 
Balance, December 31, 2008   11,614,371    58,071    12,110,779    -    (13,691,702)   (32,688)   (1,555,540)
Issuance of common stock for - settlement of indebtedness in September 2009   1,000,000    5,000    1,748,616    -    -    -    1,753,616 
- cash in September 2009 less finder's fee   600,000    3,000    255,000    -    -    -    258,000 
- non cash finder's fee September 2009   84,000    420    41,580    -    -    -    42,000 
- settlement of indebtedness in November 2009   20,000    100    17,899    -    -    -    17,999 
- settlement of indebtedness in November 2009   30,000    150    35,611    -    -    -    35,761 
- cash in December 2009   333,333    1,667    498,333    -    -    -    500,000 
Components of comprehensive income (loss):   -                               
- Net (loss) for the period   -              -    (1,779,477)   -    (1,779,477)
- Foreign currency translation adjustments   -              -    -    (60,171)   (60,171)
Balance, December 31, 2009   13,681,704    68,408    14,707,818    -    (15,471,179)   (92,859)   (787,812)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

75 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

AURORA GOLD CORPORATION                      Accumulated     
(An exploration stage enterprise)                  Accumulated   Other   Total 
           Additional   Advances for   (deficit) during   Comprehensive   Stockholders' 
Consolidated Statements of Stockholders' Equity (Deficiency)  Common Stock       paid-in   Stock   Exploration   Income   Equity 
October 10, 1995 (inception) to Balance Sheet Date  Shares   Amount   capital   Subscriptions   Stage   (Loss)   (Deficiency) 
(Expressed in U.S. Dollars)  #   $   $   $   $   $   $ 
Balance, December 31, 2009   13,681,704    68,408    14,707,818    -    (15,471,179)   (92,859)   (787,812)
Issuance of common stock for cash in April 2010  less finder's fee (paid with 225,222 shares included herein):   2,821,889    14,110    3,880,890    -    -    -    3,895,000 
- non cash property acquisition in June 2010   1,000,000    5,000    1,995,000    -    -    -    2,000,000 
- settlement of indebtedness in September 2010   32,100    161    47,989    -    -    -    48,150 
- settlement of indebtedness in September 2010   65,080    325    97,295    -    -    -    97,620 
- payment of expenses in September 2010   40,000    200    59,800    -    -    -    60,000 
- non cash finder's fee in September 2010 related to the June 2010 property acquisition   100,000    500    149,500    -    -    -    150,000 
Components of comprehensive income (loss)   -                               
- Net (loss) for the period   -              -    (2,302,083)   -    (2,302,083)
- Foreign currency translation adjustments   -              -    -    (198)   (198)
Balance, December 31, 2010   17,740,774    88,704    20,938,292    -    (17,773,262)   (93,057)   3,160,677 
Issuance of common stock for non cash finder's fee in May 2011   90,000    450    49    -    -    -    499 
Issuance of common stock for cash in September 2011   334,200    1,671    165,429    -    -    -    167,100 
Issuance of common stock for settlement of indebtedness in September 2011   30,000    150    23,850    -    -    -    24,000 
Issuance of common stock for settlement of indebtedness in December 2011   2,187,544    10,938    207,817                   218,755 
Issuance of common stock for cash in December 2011   1,600,000    8,000    312,000                   320,000 
Issuance of common stock for cash in December 2011 - oversubscribed   -              20,000              20,000 
Stock option compensation expense   -         393,557                   393,557 
Components of comprehensive income (loss)   -                               
- Net (loss) for the period   -              -    (4,627,338)   -    (4,627,338)
- Foreign currency translation adjustments   -              -    -    22,532    22,532 
Balance, December 31, 2011   21,982,518    109,913    22,040,994    20,000    (22,400,600)   (70,525)   (300,218)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

76 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

AURORA GOLD CORPORATION                      Accumulated     
(An exploration stage enterprise)                  Accumulated   Other   Total 
           Additional   Advances for   (deficit) during   Comprehensive   Stockholders' 
Consolidated Statements of Stockholders' Equity (Deficiency)  Common Stock       paid-in   Stock   Exploration   Income   Equity 
October 10, 1995 (inception) to Balance Sheet Date  Shares   Amount   capital   Subscriptions   Stage   (Loss)   (Deficiency) 
(Expressed in U.S. Dollars)  #   $   $   $   $   $   $ 
                             
Balance, December 31, 2011   21,982,518    109,913    22,040,994    20,000    (22,400,600)   (70,525)   (300,218)
Issuance of common stock for settlement of indebtedness in March 2012   398,180    1,991    117,463                   119,454 
Issuance of common stock for cash in March 2012 - shares not issued until April 2012   -              17,513              17,513 
Issuance of common stock for cash in April 2012   263,200    1,316    77,644                   78,960 
Issuance of common stock for settlement of indebtedness in April 2012   60,000    300    17,700                   18,000 
Issuance of common stock in April 2012 for Advances for Stock Subscriptions   125,044    625    36,888    (37,513)             - 
Stock option compensation expense   -         55,660                   55,660 
Issuance of common stock for cash on October 5, 2012   27,000,000    135,000    4,865,000                   5,000,000 
Net (loss) for the period   -                   (1,200,374)        (1,200,374)
Foreign currency translation adjustments   -                        63,323    63,323 
Balance, December 31, 2012   49,828,942    249,146    27,211,349    -    (23,600,974)   (7,202)   3,852,319 
Net (loss) for the period   -                   (3,405,489)        (3,405,489)
Foreign currency translation adjustments   -                        (119,362)   (119,362)
Balance, December 31, 2013   49,828,942    249,146    27,211,349    -    (27,006,463)   (126,564)   327,468 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

77 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.Organization, Business Strategy and Going Concern

  

Organisation

 

Aurora Gold Corporation ("the Company") was formed on October 10, 1995 under the laws of the State of Delaware and is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company’s focus is on the exploration and development of its exploration properties located in the Tapajos Gold Province, State of Pará, Brazil (refer to Note 3). The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and has not generated any operating revenues to date.

 

The Company is a junior mineral exploration company and conducts principal and technical activities from Coresco AG, Level 3, Gotthardstrasse 20, 6304 Zug, Switzerland. The telephone number is (+41) 41 711 0281. These offices are provided to the Company on a month-to-month basis. The Company believes these offices are adequate for the business requirements during the next 12 months. The Company does not own any real property.

 

Business Strategy

 

The general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. The continued operations and the recoverability of minerals are dependent upon the existence of economically recoverable mineral reserves, confirmation of interest in the underlying properties and ability to obtain necessary financing to complete the development and future profitable production. Since 1996 the Company acquired and disposed of a number of properties. The Company has not been successful in any exploration efforts to establish reserves on any of the properties owned by or in which the Company holds an interest.

 

The Company currently has an interest in a strategic land package of six (6) properties none of which contain any proven reserves.

 

Going Concern

 

The Company has no revenues, and has sustained losses since inception. The Company will not generate revenues even if any of its exploration programs indicate that a mineral deposit may exist on the properties. Accordingly, the Company will be dependent on future financings in order to maintain operations and continue exploration activities.

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities.

 

The Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and during the year ended December 31, 2013, operating activities used cash of $3,414,198 (December 31, 2012: $1,296,342). The Company requires additional funds to meet its obligations and maintain its operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to raise equity financing through private or public equity investment in order to support existing operations and expand its business. There is however no assurance that such additional funding will be available to the Company when required, or on terms acceptable to the Company. In the event that the Company cannot obtain additional funds, on a timely basis, or the operations do not generate sufficient cash flow, the Company may be forced to curtail development or cease activities. These consolidated financial statements do not include any adjustments that might result from this uncertainty.

 

78 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

2.Summary of Significant Accounting Policies

 

(a)Basis of Preparation

 

The Company follows accounting standards set by the Financial Accounting Standards Board (FASB). The FASB sets accounting principles generally accepted (GAAP) in the United States that the Company follows to ensure they consistently report their financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (ASC) or also referred to as Codification.

These consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries, Aurora Gold Mineração Ltda ("Aurora Gold Mineração") and AGC Resources LLC (“AGC”) (through to date of disposition of AGC, June 14, 2011). Collectively, they are referred to herein as "the Company". Significant inter-company accounts and transactions have been eliminated.

 

(b)Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

 

(c)Cash Equivalents

 

Cash equivalents comprise certain highly liquid instruments with a maturity date of three months or less when purchased. The Company has cash and cash equivalents of $55,161 as at December 31, 2013 ($3,963,836 as at December 31, 2012). Amounts paid for income taxes during the years ended December 31, 2013 and 2012 were nil; and for interest paid nil respectively.

 

79 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

2.Summary of Significant Accounting Policies (Continued)

 

(d)Vehicles, Equipment and Land Possession Rights

 

Vehicles and equipment are carried at cost (including development and preproduction costs, capitalized interest, other financing costs and all direct administrative support costs incurred during the construction period, net of cost recoveries and incidental revenues), less accumulated depletion and depreciation including write-downs. Following the construction period, interest, other financing costs and administrative costs are expensed as incurred. Buildings and equipment utilized directly in commercial mining activities are depreciated, following the commencement of commercial production, over their expected economic lives using either the unit-of-production method or the straight-line method. Depreciation is provided over the following useful lives:

 

- Vehicles 5 years
- Office equipment, furniture and fixtures 2 to 10 years
- Mining equipment 10 years

 

The Company reviews the carrying values of its vehicles and equipment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Impairment is considered to exist if total estimated future cash flows, or probability-weighted cash flows on an undiscounted basis, are less than the carrying value of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows associated with values beyond proven and probable reserves and resources. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable future cash flows that are largely independent of cash flows from other asset groups. Generally, in estimating future cash flows, all assets are grouped at a particular property for which there are identifiable cash flows.

 

All vehicles and equipment are located in Brazil.

 

Land possession rights consist of amounts paid for possession rights to land in Brazil.  Such costs are capitalized as the payments provide us with certain ownership rights for a period of time.

 

(e)Mineral Property Reclamation Bonds and Other Related Refundable Costs

 

Costs paid for the purchase of reclamation bonds and other related costs that are refundable are capitalized.  If amounts paid are not to be refunded then they will be expensed when it is determined they will not be refunded. 

 

(f)Mineral Properties and Exploration Expenses

 

The Company accounts for its mineral properties on a cost basis whereby all direct costs, net of pre-production revenue, relative to the acquisition of the properties are capitalized. All sales and option proceeds received are first credited against the costs of the related property, with any excess credited to earnings. Once commercial production has commenced, the net costs of the applicable property will be charged to operations using the unit-of-production method based on estimated proven and probable recoverable reserves. The net costs related to abandoned properties are charged to operations.

 

Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at the reporting period ended, the Company does not have proven reserves. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities.

 

80 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

2.         Summary of Significant Accounting Policies (Continued)

 

The Company reviews the carrying values of its mineral properties on a regular basis by reference to the project economics including the timing of the exploration or development work, the program of works and the exploration results experienced by the Company and others. The review of the carrying value of any producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds its estimated net recoverable amount, provision is made for the decline in value.

 

The recoverability of the amounts recorded for mineral properties is dependent on the confirmation of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to successfully complete their development and the attainment of future profitable operations or proceeds from disposal.

 

Estimated costs related to site restoration programs during the commercial development stage of the property are accrued over the life of the project.

 

(g)Stock-Based Compensation

 

The Company accounts for share-based payments under the fair value method of accounting for stock-based compensation consistent with GAAP. Under the fair value method, stock-based compensation cost is measured at the grant date based on the fair value of the award using the Black-Scholes option pricing model and is recognized to expense on a straight-line basis over the requisite service period, which is generally the vesting period. Where upon grant the options vest immediately the stock-based costs are expensed immediately.

 

(h)Interest Expense

 

Interest expense for the periods ended December 31, 2013 and 2012 were nil.

 

(i)Foreign Currency Translation and Transactions

 

The Company's reporting currency is the United States Dollar (USD). Aurora Gold Mineração Ltda is a foreign operation and its functional currency is the Brazilian Real (Real). Certain contractual obligations in these consolidated financial statements are stated in Brazilian Real’s. At the years ended December 31, 2013 and 2012 the Brazilian Real exchange rate to the USD was $0.42320 to 1 Real (December 31, 2012: USD $0.48800 to 1 Real).

 

The Company translates foreign assets and liabilities of its subsidiaries, other than those denominated in USD, at the rate of exchange at the balance sheet date. Income and expenses of these subsidiaries are translated at the average rate of exchange throughout the reporting period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Accumulated other comprehensive income (loss) consists entirely of foreign currency translation adjustments at December 31, 2013 and 2012.

 

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in foreign exchange (gain) loss in the consolidated statements of comprehensive income (loss).

 

(j)Concentration of Credit Risk

 

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents.   The Company places its cash with high credit quality financial institutions in Brazil and Canada. The Company occasionally has cash deposits in excess of federally insured limits.  The Company had funds deposited in banks beyond the insured limits as of December 31, 2013 and 2012 respectively. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal.

 

81 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

2.         Summary of Significant Accounting Policies (Continued)

 

(k)Fair Value of Financial Instruments and Risks

 

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

 

Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company operates outside of the United States of America (primarily in Brazil) and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the USD.

 

(l)Income Taxes

 

The Company has adopted ASC 740, Accounting for Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In July 2006, the FASB issued an interpretation, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with GAAP. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Estimated interest and penalties related to recording uncertain tax positions when recorded are included as a component of income tax expense on the consolidated statement of operations. The Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties. The Company’s tax returns are open to audit for the years ending December 31, 2010 to 2013.

 

(m)Basic and Diluted Net Income (Loss) Per Share

 

Earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period including common stock issued effective the date committed. Common stock issuable is considered outstanding as of the original approval date for the purposes of earnings per share computations. Diluted earnings (loss) per common share is computed by dividing net earnings (loss) by the sum of (a) the basic weighted average number of shares of common stock outstanding during the year and (b) additional shares that would have been issued and potentially dilutive securities. During the years ended December 31, 2013 and 2012 the diluted earnings (loss) per share was equivalent to the basic earnings (loss) per share because all potentially dilutive securities were anti-dilutive due to the net losses incurred. Potentially dilutive securities consist of stock options and warrants outstanding at the end of the reporting period. Stock options outstanding as at December 31, 2013 were 1,930,000 (December 31, 2012: 1,930,000). Warrants outstanding as at December 31, 2013 were nil (1,600,000 lapsed during the prior quarter) (December 31, 2012: 1,600,000).

 

(n)Reverse Stock Split

 

The Company has retroactively adjusted all share and per share information to reflect the reverse stock split, discussed in Note 5, in the consolidated financial statements and notes thereto, as well as throughout the rest of this Report for all periods presented.

 

82 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

2.        Summary of Significant Accounting Policies (Continued)

 

(o)Recent Accounting Pronouncements

 

At present, there are no other such pronouncements not yet effective that the Company expects will have a material impact on these consolidated financial statements.

 

3.Mineral Properties and Exploration Expenses

 

In Brazil, Aurora has six (6) properties with an approximate total of 16,590 ha within the Tapajos Gold Province. The Exploration licence areas are located in the vicinity of the Săo Domingos Township. The Company has conducted various degrees of exploration activities on the properties and ranked the mineralised occurrences in order of merit and may discontinue such activities and dispose of some of the rights to mineral exploration on parts of the property if further exploration work is not warranted. A summary of these properties approved by the Department of National Production Minerals (DNPM) is set out below.

 

a)DNPM Process 850.684/06 1,985.91 ha
b)DNPM Process 850.782/05 6,656.20 ha
c)DNPM Processes 850.012/06 and 850.013/06; 1128.08 ha and 750.55 ha respectively
d)DNPM Process 850.119/06 1,068.72 ha
e)DNPM Process 859.587/95 5,000.00 ha

 

São Domingos Project in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil.

 

a)DNPM Processes 850.684/06: 1,985.91 ha

 

Aurora has good title over the mineral rights object of the DNPM Process No. 850.684/06, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. Aurora is the sole registered and beneficial holder of and owns and possesses good title to the referred mineral rights. On September 13, 2006 Aurora submitted to DNPM one Exploration Claim for gold covering an area of 4914.18 ha in the Municipality of Itaituba, State of Pará. According to the information obtained such claim was correctly prepared and the required documents are in place but the area will be reduced to 1,985.91 due to overlapping with third parties’ areas with priority rights. The Exploration Permit has not been granted yet. The above-mentioned area is not related to any payments or royalties to third parties since Aurora claimed them directly.

 

83 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

3.         Mineral Properties and Exploration Expenses (Continued)

 

b)DNPM Processes 850.782/05: 6,656.20 ha

 

Aurora has good title over the mineral rights object of the DNPM Process No. 850.782/05, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes.  On November 8, 2005 it was submitted to DNPM the Exploration Claim for gold in the Municipality of Itaituba, State of Pará.  The Exploration Permit was granted on November 28, 2006 for a 3 (three) year period.  The transfer to Aurora was approved on March 24, 2009 and on September 28, 2009 it was requested the renewal of the Exploration Permit.  This area was reduced from 6,756 ha to 5,651.98 ha due to the overlapping with Garimpeira (alluvial) Mining properties held by Mr. Celio Paranhos.  However the DNPM ́s general attorney in Brasilia agreed with Aurora’s legal thesis and nullified all applications filed by Mr. Paranhos (about to 1,900 applications).  A new Exploration Permit rectifying the previous one was granted on August 20, 2010 for a 3 (three) year period, for an area of 6,656.20 hectares.  An application has been lodged for the extension of the license and Aurora is awaiting the results of this.  The renewal will be for a further 3 years and is expected to be granted in the near future.  The Annual Fees per Hectare (TAHs) for the 1st and 2nd years of the extension period have been properly paid.  The annual fee for the third year was paid in January 2013.  No payments or royalties are due regarding the DNPM Process 850.782/05 since it was acquired through a permutation agreement with Altoro Mineração Ltda.

 

c)DNPM Processes 850.012/06 and 850.013/06: 1,128.08 ha and 750.55 ha respectively

 

The exploration claims were submitted to DNPM on January 19, 2006, for gold covering an area of 1,128.08 ha and 750.55 ha respectively, in the Municipality of Itaituba, State of Pará. According to information obtained such claims were correctly prepared and the required documents are in place. The tenements 850.012/06 and 850.013/06 are held by Mr. Antonio Oliveira Ferreira and were submitted to DNPM on January 19, 2006. The tenements are located at Itaituba, State of Pará and are valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes, but the area was blocked since it is inside of a Garimpeira Reserve. The transfer to Aurora will be submitted after the Exploration Permits are granted. There are no payments or royalties related to the tenements according to the agreement entered into with the previous owner.

 

d)DNPM Process 850.119/06: 1,068.72 ha

 

Direct access to the files of this Project at DNPM’s office were not sited, however analysis is based on the then current information provided on DNPM’s website. The exploration claim was submitted to DNPM on March 7, 2006, for gold covering an area of 1,068.72 ha, in the Municipality of Itaituba, State of Pará. Aurora has good title over the mineral rights object of the DNPM Process No. 850.119/06, which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. Aurora is the sole registered and beneficial holder of and owns and possesses good title to the referred mineral rights. The Exploration Permit has not been granted yet. The above-mentioned area is not related to any payments or royalties to third parties since Aurora claimed them directly.

 

e)DNPM Process 859.587/95: 5,000 ha

 

The tenement 859.587/95 is held by Aurora and is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. It is located at the Municipality of Itaituba, State of Pará. On November 27, 1995 it was submitted to DNPM the Exploration Claim for gold. The Exploration Permit was granted on September 15, 2006 for a 3 (three) years period covering an area of 5000 ha, and it was valid until September 15, 2009. On July 15, 2009 it was requested the renewal of the Exploration Permit, which was granted on June 14, 2012. The renewal is valid until June 14, 2015, when a Final Report must be submitted to DNPM with the results of the Exploration Activities. In order to have a Mining Permit granted, Aurora must present the Economic Exploitation Plan and the Mining Concession Request in one year from the approval of the Final Report.  

 

84 | AURORA GOLD CORPORATION
AURORA GOLD CORPORATION
FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2013

 

4.Advances Payable

 

During March 2012, the Company entered into debt settlement agreements for $105,000 of advances received from a director of the Company and a company during fiscal 2011. As at December 31, 2013 advances payable were $32,000 (December 31, 2012: $32,000), which is non-interest bearing and due on demand.

 

5.Common Stock

 

There were no common stock transactions during the year ended December 31, 2013.