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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012

 

x QUARTERLY 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 0-24393

 

AURORA GOLD CORPORATION

(Exact name of registrant as specified in its charter)

 

Incorporated in the State of Delaware

(State or other jurisdiction of incorporation or organization)

13-3945947

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

Coresco AG, Level 3, Gotthardstrasse 20, 6304 Zug, Switzerland

(Address of principal executive offices)

+41 41 711 0281

(Issuer’s telephone number)

 

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.

x Yes ¨ 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).

x Yes ¨ No

 

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. (Check one):

 

Larger accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

(Do not check if a smaller reporting company)

 

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

¨ Yes x No

 

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class Outstanding at October 18, 2012
Common Stock - $0.001 par value 249,144,706

 

 
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

This quarterly report contains statements that plan for or anticipate the future and are not historical facts. In this Report these forward looking statements are generally identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. Because forward looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. These risks and uncertainties are detailed in this report.

 

The Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for such statements, may not apply to this Report.

 

INDEX

 

PART I – FINANCIAL INFORMATION 3
   
ITEM 1 – FINANCIAL STATEMENTS 3
   
CONSOLIDATED BALANCE SHEETS 3
   
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 4
   
CONSOLIDATED STATEMENTS OF CASH FLOWS 5
   
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY) 6
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10
   
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 21
   
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 29
   
ITEM 4 – CONTROLS AND PROCEDURES 29
   
PART II – OTHER INFORMATION 30
   
ITEM 1 – LEGAL PROCEEDINGS 30
   
ITEM 1A – RISK FACTORS 30
   
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 30
   
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES 30
   
ITEM 4 – MINING SAFETY DISCLOSURES 30
   
ITEM 5 – OTHER INFORMATION 30
   
ITEM 6 – EXHIBITS 30
   
SIGNATURES 33

 

2 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

 

AURORA GOLD CORPORATION        
(An exploration stage enterprise)  As at   As at 
Consolidated Balance Sheets  September 30   December 31 
   2012 (Unaudited)   2011 
(Expressed in U.S. Dollars)  $   $ 
         
ASSETS          
Current assets          
Cash   1,241    237,426 
Total current assets   1,241    237,426 
Total assets (all current)   1,241    237,426 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)          
Current liabilities          
Accounts payable and accrued expenses   254,974    400,644 
Advances payable   -    45,000 
Accounts payable – related party   240,419      
Advances payable – related party   82,000    92,000 
Total current liabilities   577,393    537,644 
           
Stockholders’ Equity (Deficiency)          
Common stock          
Authorized: 300,000,000 (December 31, 2011: 300,000,000) common shares with par value of $0.001 each          
Issued and outstanding:          
114,144,706 (December 31, 2011: 109,912,589) common shares   114,145    109,913 
Advances for stock subscriptions   -    20,000 
Additional paid-in capital   22,346,349    22,040,994 
Accumulated deficit during the exploration stage   (22,966,943)   (22,400,600)
Accumulated other comprehensive income (loss)   (69,703)   (70,525)
Stockholder’ equity (deficiency)   (576,152)   (300,218)
Total liabilities and stockholders’ equity (deficiency)   1,241    237,426 

  

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

 

3 | AURORA GOLD CORPORATION
 

  

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

AURORA GOLD CORPORATION  Cumulative   For the   For the   For the   For the 
(An exploration stage enterprise)  October 19, 1995   Three Months   Three Months   Nine Months   Nine Months 
Consolidated Statements of Comprehensive  (inception)   Ended   Ended   Ended   Ended 
Income (Loss)  to September 30   September 30   September 30   September 30   September 30 
(Unaudited)  2012   2012   2011   2012   2011 
(Expressed in U.S. Dollars)  $   $   $   $   $ 
Operating Expenses                         
General and administrative   2,555,501    27,995    54,095    218,587    139,250 
Depreciation and amortization   145,126    -    6,538    -    22,001 
Imputed interest on loan payable – related party   1,560    -    -    -    - 
Interest and bank charges   395,430    584    1,461    1,173    6,540 
Foreign exchange loss (gain)   (13,756)   -    (3,702)   1,563    486 
Professional fees – accounting and legal   1,888,486    47,674    25,219    80,450    189,198 
Property search and negotiation   479,695    -    -    -    - 
Salaries, management and consulting fees   3,698,880    80,947    95,098    227,707    406,398 
Exploration expenses   9,863,063    7,772    23,055    131,724    261,304 
Write-off of equipment   240,338    -    -    -    - 
    19,254,323    164,972    201,764    661,204    1,025,177 
Other income (loss)                         
Gain (loss) on disposition of subsidiary   (2,541,037)   -    (245,221)   -    (2,757,511)
Interest income   22,353    -    -    -    - 
Gain on sale of rights to Matupa agreement (net)   80,237    -    -    -    - 
Loss on investments   (37,971)   -    -    -    - 
Loss on spun-off operations   (316,598)   -    -    -    - 
Gain (loss) on extinguishment of liabilities   (919,605)   94,860    -    94,860    - 
    (3,712,621)   94,860    (245,221)   94,860    (2,757,511)
Net Loss   (22,966,944)   (70,112)   (446,985)   (566,344)   (3,782,688)
Other comprehensive income (loss)                         
Foreign currency translation adjustments        (2,875)   591    822    2,510 
Comprehensive income (loss)        (72,987)   (446,394)   (565,522)   (3,780,178)
                          
Net Loss Per Share – Basic and Diluted        *   $(0.00)   (0.01)  $(0.04)
Weighted Average Shares Outstanding – Basic and Diluted        114,144,706    89,540,183    112,726,318    89,036,372 

* amount is less than $(0.01) per share

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

 

4 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

AURORA GOLD CORPORATION  Cumulative   For the   For the 
(An exploration stage enterprise)  October 19, 1995   Nine Months   Nine Months 
Consolidated Statements of Cash Flows  (inception)   Ended   Ended 
   to September 30   September 30   September 30 
(Unaudited)  2012   2012   2011 
(Expressed in U.S. Dollars)  $   $   $ 
Cash Flows From Operating Activities               
Net loss for the period   (22,966,944)   (566,344)   (3,782,688)
Adjustments to reconcile net loss to cash used in operating activities               
Depreciation and amortization   145,126    -    22,001 
Stock compensation expense on stock option grants   1,624,012    55,660    - 
Expenses satisfied with issuance of common stock   1,202,054    -    24,500 
Expenses satisfied with transfer of marketable securities   33,903    -    - 
Imputed interest on loan payable - related parties   1,560    -    - 
Write-off of mineral property assets   240,338    -    - 
Adjustment for spin-off of Aurora Metals (BVI) Limited   316,498    -    - 
Loss on disposal of subsidiary   2,757,511    -    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   (20,459)   -    (7,016)
Increase (decrease) in accounts payable and accrued expenses (including related party)   1,331,114    224,063    (732)
Net Cash Used in Operating Activities   (14,689,460)   (381,481)   (986,424)
Cash Flows From Investing Activities               
Purchase of equipment   (205,348)   -    - 
Proceeds on disposal of equipment   16,761    -    - 
Payment for mineral property Reclamation Bonds   (245,221)   -    80,000 
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 Cash Provide by (Used in) Investing Activities   (1,085,450)   -    80,000 
Cash Flows From Financing Activities               
Proceeds from common stock less issuance costs   14,140,912    96,473    167,100 
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    -    257,000 
Net proceeds from (payments on) advances payable – related parties   142,000    50,000    - 
Net Cash Provided by Financing Activities   15,586,164    146,473    424,100 
Effect of Exchange Rate Changes on Cash   189,987    (1,177)   (3,565)
(Decrease) Increase in Cash   1,241    (236,185)   (485,889)
Cash at Beginning of Period   -    237,426    579,191 
Cash at End of Period   1,241    1,241    93,302 

 

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

 

5 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

AURORA GOLD INCORPORATED
(An exploration stage enterprise)
Consolidated Statements of Stockholder’s Equity (Deficiency)
  Common Stock     Additional
paid-in
    Advances for
Stock
    Accumulated
(deficit) during
Exploration
    Accumulated
other
comprehensive
    Total
stockholders'
equity
 
October 19, 1995 (inception) to September 30, 2012
(Expressed in U.S. Dollars)
  Shares
#
  Amount
$
    capital
$
    Subscriptions
$
    Stage
$
    income (loss)
$
    (deficiency)
$
 
Balance, October 10, 1995     -       -       -       -       -       -       -  
Issuance of common stock for settlement of indebtedness     11,461,153       11,461       -       -       -       -       11,461  
Net (loss) for the period                     -       -       -       -       -  
Balance December 31, 1995     11,461,153       11,461       -       -       -       -       11,461  
Adjustment for reverse stock split     (7,640,766 )     (7,641 )     -       -       -       -       (7,641 )
Issuance of common stock for - cash at $0.001 per share     5,800,000       5,800       341,761       -       -       -       347,561  
- resource property     300,000       300       2,700       -       -       -       3,000  
Net (loss) for the period                                     (361,208 )     -       (361,208 )
Balance December 31, 1996     9,920,387       9,920       344,461               (361,208 )     -       (6,827 )
Issuance of common stock for - cash in March 1997 at $1.00 per share  (less issue costs of $4,842)     750,000       750       744,408       -       -       -       745,158  
Net (loss) for the period                             -       (615,880 )     -       (615,880 )
Balance December 31, 1997     10,670,387       10,670       1,088,869       -       (977,088 )     -       122,451  
Issuance of common stock for:                                                        
- settlement of indebtedness     96,105       96       68,601       -       -       -       68,697  
- cash in May 1998 at $1.25 per share     200,000       200       249,800       -       -       -       250,000  
- cash in November 1998 at $0.75 per share     71,667       72       53,678       -       -       -       53,750  
- cash in December 1998 at $0.75 per share     143,333       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     11,181,492       11,181       2,259,304       -       (2,128,692 )     -       141,794  
Issuance of common stock for:                                                        
- settlement of indebtedness     231,286       231       160,151       -       -       -       160,382  
- cash in March 1999 at $0.656 per share     22,871       23       14,977       -       -       -       15,000  
- finder's fee in February 1999 at $0.81 per share     25,000       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     11,460,649       11,461       2,484,219       425,000       (2,984,083 )     -       (63,403 )
Issuance of common stock for:                                                        
- settlement of indebtedness     199,000       199       99,301       -       -       -       99,500  
- cash in March 2000 at $0.50 per share     350,000       350       174,650       (175,000 )     -       -       -  
- cash in March 2000 at $0.455 per share     550,000       550       249,450       (250,000 )     -       -       -  
Cancellation of shares in April 2000     (90,706 )     (91 )     (56,600 )     -       -       -       (56,691 )
Exercise of options in June 2000     405,000       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     12,873,943       12,874       3,271,163       -       (3,661,788 )     -       (377,751 )
- Net income for the period                             -       128,545       -       128,545  

  

6 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

AURORA GOLD INCORPORATED
(An exploration stage enterprise)
Consolidated Statements of Stockholder’s Equity (Deficiency)
  Common Stock     Additional
paid-in
    Advances for
Stock
    Accumulated
(deficit) during
Exploration
    Accumulated
other
comprehensive
    Total
stockholders'
equity
 
October 19, 1995 (inception) to September 30, 2012
(Expressed in U.S. Dollars)
  Shares
#
  Amount
$
    capital
$
    Subscriptions
$
    Stage
$
    income (loss)
$
    (deficiency)
$
 
- Unrealized holding losses on available-for-sale securities                  -    -    (141,928)   (141,928)
Balance December 31, 2001   12,873,943    12,874    3,271,163    -    (3,533,243)   (141,928)   (391,134)
Issuance of common stock for:                                   
- settlement of indebtedness   3,708,038    3,708    351,492    -    -    -    355,200 
- Net loss for the period                  -    (137,329)   -    (137,329)
- Unrealized holding losses on available-for-sale securities                  -    -    141,928    141,928 
Balance, December 31, 2002   16,581,981    16,582    3,622,655    -    (3,670,572)   -    (31,335)
Issuance of common stock for:                                   
- settlement of indebtedness   2,752,450    2,752    114,806    -    -    -    117,558 
- cash in  December 2003 at $0.25 per share   100,000    100    24,900    -    -    -    25,000 
- Net loss for the period                  -    (96,404)   -    (96,404)
- Unrealized holding losses on available-for-sale securities                  -    -    -    - 
Balance, December 31, 2003   19,434,431    19,434    3,762,361    -    (3,766,976)   -    14,819 
Issuance of common stock for:                                   
- cash in January 2004 at $0.25 per share, less issuance costs   100,000    100    22,400    -    -    -    22,500 
Imputed interest             1,560    -    -    -    1,560 
- Net loss for the period                  -    (223,763)   -    (223,763)
- Unrealized holding losses on available-for-sale securities                  -    -    -    - 
Balance, December 31, 2004   19,534,431    19,534    3,786,321    -    (3,990,739)   -    (184,884)
Issuance of common stock for:                                   
- cash in July 2005 at $0.05 per share   13,000,000    13,000    637,000    -    -    -    650,000 
- settlement of indebtedness   3,684,091    3,684    158,816    -    -    -    162,500 
- 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   36,218,522    36,218    4,582,137    -    (4,448,010)   (4,614)   165,731 
Issuance of common stock for - cash in February 2006 at $0.50 per share less issuance costs of $110,000:   8,000,000    8,000    3,882,000    -    -    -    3,890,000 
- non cash finder's fee in December 200 at $0.70 per share   250,000    250    174,750    -    -    -    175,000 
- cash in December 2006 at $0.50 per share   1,000,000    1,000    499,000    -    -    -    500,000 
- 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   45,468,522    45,468    9,137,887    -    (9,911,865)   (3,692)   (732,202)
Issuance of common stock for:                                   
- cash in March 2007 at $0.50 per share   500,000    500    249,500    -    -    -    250,000 
- cash in July 2007 at $0.25 per share   5,000,000    5,000    1,245,000    -    -    -    1,250,000 
- settlement of indebtedness in August 2007 at $0.20 per share   250,000    250    49,750    -    -    -    50,000 
- cash in September 2007 at $0.20 per share   4,000,000    4,000    796,000    -    -    -    800,000 
Stock option compensation expense             454,295    -    -    -    454,295 
- Net (loss) for the period                  -    (3,259,732)   -    (3,259,732)
- Foreign currency translation adjustments                  -    -    (65,255)   (65,255)
Balance, December 31, 2007   55,218,522    55,218    11,932,432    -    (13,171,597)   (68,947)   (1,252,894)

 

7 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

AURORA GOLD INCORPORATED
(An exploration stage enterprise)
Consolidated Statements of Stockholder’s Equity (Deficiency)
  Common Stock     Additional
paid-in
    Advances for
Stock
    Accumulated
(deficit) during
Exploration
    Accumulated
other
comprehensive
    Total
stockholders'
equity
 
October 19, 1995 (inception) to September 30, 2012
(Expressed in U.S. Dollars)
  Shares
#
  Amount
$
    capital
$
    Subscriptions
$
    Stage
$
    income (loss)
$
    (deficiency)
$
 
- Issuance of common stock for - non cash finder's fee in July 2008 at $0.10 per share   250,000    250    24,750    -    -    -    25,000 
- settlement of indebtedness in December2008 at $0.06 per share   2,603,333    2,603    153,597    -    -    -    156,200 
- Net (loss) for the period                  -    (520,105)   -    (520,105)
- Foreign currency translation adjustments                  -    -    36,259    36,259 
Balance, December 31, 2008   58,071,855    58,071    12,110,779    -    (13,691,702)   (32,688)   (1,555,540)
- Issuance of common stock for - settlement of indebtedness in September 2009 at $0.15 per share   5,000,000    5,000    1,748,616    -    -    -    1,753,616 
- cash in September 2009 at $0.10 per share less finder's fee   3,000,000    3,000    255,000    -    -    -    258,000 
- non cash finder's fee September 2009 at $0.10 per share   420,000    420    41,580    -    -    -    42,000 
- settlement of indebtedness in November 2009 at $0.18 per share   100,000    100    17,899    -    -    -    17,999 
- settlement of indebtedness in November 2009 at $0.24 per share   150,000    150    35,611    -    -    -    35,761 
- cash in December 2009 at $0.30 per share   1,666,667    1,667    498,333    -    -    -    500,000 
- Net (loss) for the period                  -    (1,779,477)   -    (1,779,477)
- Foreign currency translation adjustments                  -    -    (60,171)   (60,171)
Balance, December 31, 2009   68,408,522    68,408    14,707,818    -    (15,471,179)   (92,859)   (787,812)
- Issuance of common stock for cash in April 2010 at $0.30 per share less finder's fee (paid with 1,126,111 shares included herein)   14,109,446    14,110    3,880,890    -    -    -    3,895,000 
- non cash property acquisition in June 2010 at $0.40 per share   5,000,000    5,000    1,995,000    -    -    -    2,000,000 
- settlement of indebtedness in September 2010 at $0.30 per share   160,500    161    47,989    -    -    -    48,150 
- settlement of indebtedness in September 2010 at $0.30 per share   325,400    325    97,295    -    -    -    97,620 
- payment of expenses in September 2010 at $0.30 per share   200,000    200    59,800    -    -    -    60,000 
- non cash finder's fee in September 2010 related to the June 2010 property acquisition at $0.30 per share   500,000    500    149,500    -    -    -    150,000 
- Net (loss) for the period                  -    (2,302,083)   -    (2,302,083)
- Foreign currency translation adjustments                  -    -    (198)   (198)
Balance, December 31, 2010   88,703,868    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 at $0.042 per share   450,000    450    (450)   -    -    -    - 
-Issuance of common stock for cash in September 2011 at $0.10 per share   1,671,000    1,671    165,429    -    -    -    167,100 
-Issuance of common stock for settlement of indebtedness in September 2011 at $0.16 per share   150,000    150    24,350    -    -    -    24,500 
-Issuance of common stock for settlement of indebtedness in December 2011 at $0.02 per share   10,937,721    10,938    207,816                   218,754 

 

8 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

AURORA GOLD INCORPORATED
(An exploration stage enterprise)
Consolidated Statements of Stockholder’s Equity (Deficiency)
  Common Stock     Additional
paid-in
    Advances for
Stock
    Accumulated
(deficit) during
Exploration
    Accumulated
other
comprehensive
    Total
stockholders'
equity
 
October 19, 1995 (inception) to September 30, 2012
(Expressed in U.S. Dollars)
  Shares
#
  Amount
$
    capital
$
    Subscriptions
$
    Stage
$
    income (loss)
$
    (deficiency)
$
 
-Issuance of common stock for cash in December 2011 at $0.04 per share   8,000,000    8,000    312,000                   320,000 
-Issuance of common stock for cash in December 2011 at $0.04 per share - oversubscribed                  20,000              20,000 
-Stock option compensation expense             393,557                   393,557 
- Net (loss) for the period                  -    (4,627,338)   -    (4,627,338)
- Foreign currency translation adjustments                  -    -    22,532    22,532 
Balance, December 31, 2011   109,912,589    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 at $0.06 per share   1,990,900    1,991    117,463                   119,454 
Issuance of common stock for cash in March 2012 at $0.06 per share – shares not issued until April 2012                  17,513              17,513 
Issuance of common stock for cash in April 2012 at $0.06 per share   1,316,000    1,316    77,644                   78,960 
Issuance of common stock for settlement of indebtedness in April 2012 at $0.06 per share   300,000    300    17,700                   18,000 
Issuance of common stock in April 2012 for Advances for Stock Subscriptions   625,217    625    36,888    (37,513)             - 
Stock option compensation expense             55,660                   55,660 
- Net (loss) for the period                       (566,344)        (566,344)
- Foreign currency translation adjustments                            822    822 
Balance, September 30, 2012   114,144,706    114,145    22,346,349    -    (22,966,944)   (69,703)   (576,153)

 

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

 

9 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.Organization, Nature of Business, Going Concern and Management’s Plans

 

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 (see 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.

 

These interim 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 period ended September 30, 2012, operating activities used cash of $381,481 (September 30, 2011: $986,424). 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. The Company currently has a Prospectus out on offer and these details are included in further detail in these notes. 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.

 

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 interim 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.

 

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such Securities and Exchange Commission (SEC) rules and regulations. The interim period consolidated financial statements should be read together with the audited consolidated financial statements and accompanying notes included in the Company’s audited consolidated financial statements for the year ended December 31, 2011. In the opinion of the management of the Company, the unaudited consolidated financial statements contained herein contain all adjustments (consisting of a normal recurring nature) necessary to present a fair statement of the results of the interim periods presented.

 

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.

 

10 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

2. Summary of Significant Accounting Policies (Continued)

 

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 equivalents of $1,241 and $93,302 at September 30, 2012 and 2011 respectively. Amounts paid for income taxes during the periods ended September 30, 2012 and 2011 were nil; and for interest paid nil respectively.

 

d.Buildings and Equipment

 

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. On the commencement of commercial production, depletion of each mining property is provided on the unit-of-production basis, using estimated proven and probable reserves as the depletion basis. 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 for non-mining equipment is provided over the following useful lives:

 

- Vehicles 10 years
- Office equipment, furniture and fixtures 2 to 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. An 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. 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.

 

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 September 30, 2012 and 2011, the Company does 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 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.

 

11 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

2. Summary of Significant Accounting Policies (Continued)

 

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-Sholes 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 September 30, 2012 and 2011 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 periods ended September 30, 2012 and 2011 the Brazilian Real exchange rate to the USD was $0.49290 to 1 Real (September 30, 2011: USD $0.55330 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.

 

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 operations.

 

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 September 30, 2012 and 2011 respectively. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal.

 

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. The carrying value of cash, accounts payable, accrued expenses and advances payable (including 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 USD.

 

12 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

2. Summary of Significant Accounting Policies (Continued)

 

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, 2008 to 2011 respectively. 

 

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 period and (b) additional shares that would have been issued and potentially dilutive securities. During the nine months ended September 30, 2012 and 2011 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 September 30, 2012 were 9,650,000 (September 30, 2011:1,200,000). Warrants outstanding as at September 30, 2012 were 8,000,000 (September 30, 2011: Nil).

 

n.Interim Financial Statements

 

In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

 

The unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes for the year ended December 31, 2011, which are included in the Company’s Annual Report on Form 10-K.

 

13 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

2. Summary of Significant Accounting Policies (Continued)

 

o.Recent Accounting Pronouncements

 

The Company considers the effects of new accounting pronouncements on the accounting, presentation and disclosure of its consolidated financial statements, as such pronouncements become known. In June 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-05, Comprehensive Income or ASU 2011-05. The guidance in ASU 2011-05 revises the manner in which entities present comprehensive income in their financial statements. An entity is required to report the components of comprehensive income in either one or two consecutive financial statements:

 

-           A single, continuous statement must present the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income.

 

-           In a two-statement approach, an entity must present the components of net income and total net income in the first statement. That statement must be immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income.

 

ASU 2011-05 does not change the items that must be reported in other comprehensive income. The amendments in ASU 2011-05 are effective for fiscal years beginning after December 15, 2011 and the Company adopted this guidance effective January 1, 2012. In the consolidated statements of comprehensive income (loss) the Company has presented comprehensive income in a single continuous statement.

 

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.

 

14 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

3.Mineral Properties and Exploration Expenses

 

(a)São Domingos Project in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil, Department of National Production Minerals (DNPM) Processes 850.684/06 and 850.782/05:

 

i.DNPM Processes 850.684/06:

 

Aurora has good title over the mineral rights, which were granted as DNPM Process number 850.684/06 and which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. The São Domingos mineral rights are located at the Municipality of Itaituba, State of Pará, and are registered in the name of Aurora. On September 13, 2006 the Company applied to the DNPM for the conversion of the Application to an Exploration Permit covering an area of 4,914.18 hectares. No payments or royalties are due regarding DNPM Process 850.384/06.

 

ii.DNPM Processes 850.782/05:

 

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 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 hectares to 5,651.98 hectares 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 three-year period, for an area of 6,656.20 hectares. 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.

 

iii.DNPM Processes 850.012/06 and 850.013/06:

 

The exploration claims were submitted to DNPM on January 19, 2006, for gold covering an area of 1,128.08 hectares and 750.55 hectares 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.

 

iv.DNPM Process 850.119/06:

 

The exploration claim was submitted to DNPM on March 7, 2006, for gold covering an area of 1,068.72 hectares, 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.

 

v.DNPM Process 859.587/95:

 

The tenement, was held by Vera Lucia Lopes, and is valid and in force, and is 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 three-year period covering an area of 5,000 hectares, and it was valid until September 15, 2009. On July 15, 2009, it was requested the renewal of the Exploration Permit which was granted and transferred to Aurora and published on June 29, 2012. There are no payments or royalties related to the tenements since all payments due under the terms of the agreement entered into with the previous owner have been already made.

 

15 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

3.Mineral Properties and Exploration Expenses (continued)

 

(b)Gold properties in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil, Department of National Production Minerals (DNPM) Processes

 

vi.Comandante Araras Project - DNPM Processes 853.785/93 to 853.839/93 inclusive (relinquished):

 

On October 17, 2011 the Company terminated this licence and Option Agreement by providing written notice to Samba. The Company is free of all and any future payment commitments. The interest in the properties was formally relinquished in January 2012.

 

vii.São João Project - DNPM Processes 851.533/94 to 851.592/94 inclusive (relinquished):

 

On October 17, 2011 the Company terminated this licence and Option Agreement by providing written notice to Samba. The Company is free of all and any future payment commitments. The interest in the properties was formally relinquished in January 2012.

 

viii.DNPM Processes 850.014/06, 850.581/06 and 850.256/07:

 

The Company has the right to acquire good title over the mineral rights object of the Tenements. The Tenements are registered in the name of Antonio Oliveira Ferreira. The exploration claims were submitted to DNPM respectively on January 19, 2006, August 8, 2006 and April 17, 2007 for gold covering the areas of 421.45 hectares, 4276.03 hectares and 4036.00 hectares, in the Municipality of Itaituba and Jacareacanga, State of Pará. According to information obtained such claims were correctly prepared and the required documents are in place. The tenement 850.014/06 has not been transferred to Samba yet since the Exploration Permit has not been granted so far. The Exploration Permit for the Process 850.581/06 was granted on February 15, 2011 for a three-year period, for an area of 4273.03 hectares. The transfer to Samba Brazil Mineração Ltda has not been presented yet. The Exploration Permit for the Process 850.256/07 was granted on November 30, 2007 for a three-year period but it was cancelled on May 21, 2008 because the holder didn’t pay the annual fees on time. On June 10, 2008 it was presented an appeal to have the annulment dismissed, which hasn’t been analyzed yet. However, if the appeal is not approved, Samba Brazil’s rights over this tenement are guaranteed since only Samba Brazil has presented a Bid application for this process on July 18 2008. According to the Agreement signed between Samba Brazil and Antonio Oliveira Ferreira on June 5, 2008, a total amount of 120,000 Brazilian Real’s has already been paid by Samba Brazil for the acquisition of the Tenements.

 

(c)British Columbia, Canada – Kumealon Property (relinquished)

 

On January 20, 2012 the Company’s Kumealon claim over the property was relinquished.

 

(d)Sale of AGC Resources

 

On June 14, 2011, the Company, entered into an Asset Purchase Agreement with Devtec Management Ltd. (“Devtec”), pursuant to which the Company sold its subsidiary, AGC, which owns certain properties in Boulder, Colorado (see note 3(b) for a discussion of the specific assets purchased by AGC in June 2010), to Devtec for a total of $2 million, plus royalty. Under the terms of the agreement, Devtec will pay the Company $1 million upon production of the cumulative total of 1,000 ounces of gold and/or silver, and a further $1 million on the six-month anniversary of the payment of the first $ 1 million. Additionally, Devtec will pay the Company a 5% royalty from the start of production.

 

The Company was unable to reasonably estimate the amount of minerals the properties will produce, if any, and thus there was uncertainty as to whether the purchase price will be collected. Given this, collection of the purchase price is not considered reasonably possible at the time of these consolidated financial statements given the current uncertain status of exploration work on the Boulder, Colorado properties and thus no purchase price has been recorded as of September 30, 2012. Therefore, the Company recognized a loss on the sale of its subsidiary of $2,757,511 for the nine months ended September 30, 2011, which represented the net book value of the assets transferred to Devtec on June 14, 2011 (no liabilities were assumed by Devtec) as follows:

 

16 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

3.Mineral Properties and Exploration Expenses (continued)

 

Reclamation bonds  $245,221 
Buildings and equipment  $753,605 
Participating interest in mineral property  $1,758,685 
   $2,757,511 

 

Subsequent to the sale of AGC, the Company determined it would not retain ownership to the reclamation bonds asset associated with the properties. A loss of $245,221, the carrying value of the bonds, was recorded during the three months ended September 30, 2011. The disclosed total loss from the sale of AGC was adjusted to include the loss on the disposition of the reclamation bonds.

 

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. During August 2012, the Company received $50,000 from a director and officer as an advance, which is non-interest bearing and due on successful capital raising. As at September 30, 2012 advances payable were $82,000.

 

5.Common Stock

 

On September 21, 2012, Aurora Gold Corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement ”) with Alltech Capital Limited (“Investor”), pursuant to which the Company agreed to sell, and the Investor agreed to purchase, 135,000,000 shares of the Company’s common stock for a purchase price of $5,000,000. The closing of the transaction contemplated by the Subscription Agreement occurred in October, 2012 (see Note 9), subject to each of the Company and Investor satisfactorily meeting or waiving the closing conditions contained in the Subscription Agreement. A copy of the Subscription Agreement was lodged with the SEC on September 27, 2012.

 

The Company intends to finance activities by raising capital through the equity markets. In October 2011 the Company filed a Registration Statement on Form S-1 offering up to a maximum of 50,000,000 units of the Company's securities at an offering price of $0.10 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 $0.001 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 $0.20 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 will expire January 20, 2013. To date, no funds have been obtained from this offering.

 

On April 16, 2012, the Company entered into subscription agreements for 1,316,000 shares of common stock at a purchase price of $0.06 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 300,000 shares of common stock at an issue price of $0.06 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 1,990,900 shares of common stock at an issue price of $0.06 per share. As at March 31, 2012 advances on stock subscriptions were $37,513 and received during that quarter.

 

In March 2012, the Company entered into subscription agreements for 625,217 shares of common stock at a purchase price of $0.06 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.

 

17 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

5.Common Stock (continued)

 

On December 20, 2011, the Company entered into subscription agreements for 8,000,000 shares of common stock at a purchase price of $0.04 per share for a gross aggregate price of $320,000. Attached to each unit of common stock is one (1) series A stock purchase warrant. Each full Series A warrant entitles the holder to purchase an additional share of the Company’s common stock at an exercise price of $0.08 per share for a period of eighteen months commencing on December 20, 2011 and expiring on June 20, 2013. 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 $25,600. The actual amount included in creditors for the period ended March 31, 2012 was $8,800. It is anticipated this will be the total amount of commission paid. On December 15, 2011, the Company entered into debt settlement agreements with creditors and related parties in consideration for the issue of the Company’s common stock at a per share price of $0.02 per share. $218,754 was settled for 10,937,721 shares of common stock.

 

In September 2011, 1,671,000 shares were issued to an individual for cash at $0.10 per share. In September 2011, 150,000 shares were issued to a company for services rendered at $0.16 per share.

 

In April 2011, as an incentive to assist with future private placements, the Company authorized the payment of a non-cash finder’s fee of 450,000 shares of common stock of the Company in connection with the private placement completed in April 2010. The shares were issued in May 2011. All shares issued were to individuals and companies who reside outside the United States of America. The issuance of the shares was exempt from the registration requirements of Securities Act by virtue of Section 4(2) thereof as well as the exemption from registration requirements afforded by Regulation S.

 

6.Stock Options

 

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 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 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 following is a summary of stock option activity and the status of stock options outstanding and exercisable at September 30, 2012:

 

   Stock
Options

#
   Weighted
Average
Exercise Price
$
   Remaining
Contractual
Life (years)
As At
   Aggregate
Intrinsic value

As At
 
Outstanding and exercisable at December 31, 2011   9,050,000    0.110    4.28    36,500 
Forfeited during quarter March 31, 2012   (200,000)   0.260    -    - 
Granted during quarter March 31, 2012   1,600,000    0.050    -    - 
Outstanding and exercisable at March, 31, 2012   10,450,000    0.090    4.21    42,000 
Granted during quarter June 30, 2012   200,000    0.065    -    - 
Outstanding and exercisable at June, 30, 2012   10,650,000    0.097    3.97    34,125 
Forfeited during quarter September 30, 2012   (1,000,000)   0.260    -    - 
Granted during quarter September 30, 2012   -    -    -    - 
Outstanding and exercisable at September, 30, 2012   9,650,000    0.080    3.74    52,500 

 

18 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

6.Stock Options (continued)

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the fiscal year and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on September 30, 2012.

 

During the quarter ended September 30, 2012, Lars Pearl’s 1,000,000 options lapsed on August 6, 2012.

 

Effective April 10, 2012, the Company’s board of directors granted 200,000 stock purchase options pursuant to the Company’s 2007 Stock Option Plan. Each of the Options has an issue date, effective date and vesting date of April 10, 2012, with an exercise price of $0.065 per share. The term of these Options are five years. The Options are exercisable at any time from the grant date up to and including April 9, 2017.

 

During the quarter ended March 31, 2012, Cameron Richardson departed the Company, an exercise notice for the 200,000 options held was not lodged and consequently the options lapsed during the quarter.

 

Effective January 13, 2012, the Company’s board of directors granted 1,600,000 stock purchase options pursuant to the Company’s 2007 Stock Option Plan. Each of the Options has an issue date, effective date and vesting date of January 13, 2012, with an exercise price of $0.05 per share. The term of these Options are five years. The Options are exercisable at any time from the grant date up to and including January 12, 2017.

 

Effective November 24, 2011, the Company’s board of directors granted 3,650,000 stock purchase options pursuant to the Company’s 2007 Stock Option Plan. Each of the Options has an issue date, effective date and vesting date of November 24, 2011, with an exercise price of $0.05 per share. The term of these Options are five years. The Options are exercisable at any time from the grant date up to and including November 23, 2016.

 

Effective October 11, 2011, the Company’s board of directors granted 4,200,000 stock purchase options pursuant to the Company’s 2007 Stock Option Plan. Each of the Options has an issue date, effective date and vesting date of October 11, 2011, with an exercise price of $0.12 per share. The term of these Options are five years. The Options are exercisable at any time from the grant date up to and including October 10, 2016.

 

On June 15, 2011 Michael Montgomery resigned from the board of directors, an exercise notice for the 500,000 options held was not lodged and consequently the options lapsed on July 15, 2011.

 

The total fair value of options granted during the three months ended June 30, 2012 was $11,979 (June 30, 2011: nil) and expensed in full as options were 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 (April 10, 2012) and expected price volatility of the underlying share, the expected dividend yield (nil assumed) and the risk free interest rate (4.50% used) for the term of the option. Management determined 2.50 years to be the average expected likely life of the options and utilized the simplified method due to the fact that the Company has not had significant options granted to develop historical data to provide a reasonable basis to estimate option lives. Volatility rates were calculated at the grant date of the option tranche and a rate of 161.04% was used.

 

The total fair value of options granted for the three months ended March 31, 2012 was $43,681 (March 31, 2011: nil) and expensed in full as options were 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 (January 13, 2012) and expected price volatility of the underlying share, the expected dividend yield (nil assumed) and the risk free interest rate (4.50% used) for the term of the option. Management determined 2.50 years to be the average expected likely life of the options and utilized the simplified method due to the fact that the Company has not had significant options granted to develop historical data to provide a reasonable basis to estimate option lives. Volatility rates were calculated at the grant date of the option tranche and a rate of 120.89% was used.

 

As of September 30, 2012, there are outstanding Warrants to purchase 8,000,000 shares of common stock with an exercise price of $0.08 expiring June 20, 2013.

 

19 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

7.Related Party Transactions

 

Related party transactions not disclosed elsewhere in these consolidated financial statements include:

 

a)During the nine-month period ended September 30, 2012 consulting fees of $297,190 (September 30, 2011: $191,742) were incurred to directors and officers (or companies of the officers and directors) of the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

 

b)Included in accounts payable and accrued expenses and advances payable (related parties) at September 30, 2012 and December 31, 2011 were $322,419 and $Nil respectively payable to officers and directors of the Company for consulting fees and various expenses incurred on behalf of the Company.

 

8.Non-Cash Investing and Financing Activities

 

In September 2011, 150,000 shares were issued to a company for services rendered at $0.16 per share. The shares were issued to a company who resides outside the United States of America.

 

In April 2011, as an incentive to assist with future private placements, the Company authorized the payment of a non-cash finder’s fee of 450,000 shares of common stock of the Company in connection with the private placement completed in April 2010. The shares were issued in May 2011. The issuance of these shares had no net effect on total shareholders' equity or results of operations as they related to fees associated with issuance of shares.

 

9.Subsequent Events

 

On September 21, 2012, Aurora Gold Corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement ”) with Alltech Capital Limited (“Investor”), pursuant to which the Company agreed to sell, and the Investor agreed to purchase, 135,000,000 shares of the Company’s common stock for a purchase price of $5,000,000. The closing of the transaction contemplated by the Subscription Agreement occurred in October 2012, subject to each of the Company and Investor satisfactorily meeting or waiving the closing conditions contained in the Subscription Agreement. A copy of the Subscription Agreement was lodged with the SEC on September 27, 2012.

 

On October 5, 2012, the Company, completed the sale of 135,000,000 shares of the Company’s common stock for a purchase price of $5,000,000, to 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 135,000,000 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.

 

Other than the aforementioned there were no subsequent events at the date of filing.

 

20 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

THE FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF aurora gold corporation SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

 

Uncertainties Relating To Forward-Looking Statements

 

This portion of the Quarterly Report provides management's discussion and analysis (MD&A) of the financial condition and results of operations to enable a reader to assess material changes in financial condition and results of operations as of and for the nine-month period ended September 30, 2012, in comparison to the corresponding prior-year period. This MD&A is intended to supplement and complement the unaudited consolidated financial statements and notes thereto, prepared in accordance with US GAAP, for the nine month periods ended September 30, 2012 and 2011 (collectively, the "Financial Statements"), which are included in this Quarterly Report. The reader is encouraged to review the Financial Statements in conjunction with your review of this MD&A. This MD&A should be read in conjunction with both the annual audited consolidated financial statements for the year ended December 31, 2011 and the related annual MD&A included in the December 31, 2011 Form 10-K on file with the US Securities and Exchange Commission. Certain notes to the Financial Statements are specifically referred to in this MD&A and such notes are incorporated by reference herein. All dollar amounts in this MD&A are in US dollars, unless otherwise specified. For the purposes of preparing this MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Aurora Gold Corporation's shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or if it would significantly alter the total mix of information available to investors. Materiality is evaluated by reference to all relevant circumstances, including potential market sensitivity. This document contains numerous forward-looking statements relating to our business. The United States Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. Operating, exploration and financial data, and other statements in this document are based on information we believe reasonable, but involve significant uncertainties as to future gold and silver prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, changes that could result from our future acquisition of new mining properties or businesses, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), regulatory and permitting matters, and risks inherent in the ownership and operation of, or investment in, mining properties or businesses in foreign countries. Actual results and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

 

Background

 

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 is 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 nine (9) 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.

 

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

 

21 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

Exploration and Development

 

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.

 

Management and the board reviewed and clarified the strategic objectives of the Company 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 nine (9) properties none of which contain any reserves. The Exploration licence areas are divided into 2 groups, the Săo Domingos and the Sao Joao areas.

 

Mining Properties

 

The Company has calculated a body of mineralized material to Guide 7 standards calculated in accordance with the Australasian Joint Ore Reserves Committee (the “JORC”) code for reporting of Mineral Resources and Ore Reserves (the “JORC Code”). The JORC resource is currently estimated at 130,000 ounces at 2.0 g/t calculated on a 0.5 g/t cut off. This mineralized material is located on the Săo Domingos property discussed below. The rest of the Brazil properties are in the preliminary exploration stage and do not contain any known bodies of ore. The Company is also examining data relating to the potential acquisition of other exploration properties in Latin America, South America.

 

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.

 

The Company currently has an interest in nine (9) properties located in Tapajos gold province in Para State, Brazil, Colibri and Sao Domingo, and due to their proximity to each other, the 2 properties are jointly 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 Molly Gold Target, 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 centre. 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.

 

22 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

Results of Operations

 

Three and nine months ended September 30, 2012 versus three and nine months ended September 30, 2011

 

Revenues and Net Loss – The Company has yet to generate any revenues or establish any history of profitable operations. The Company recorded a net loss of $(566,344) for the nine months ended September 30, 2012 (September 30, 2011: net loss $3,782,688) and $(70,112) for the three months ended September 30, 2012 (September 30, 2011: net loss $446,985) or $(0.00) (September 30, 2011: $(0.00)) and $(0.01) [September 30, 2011: $(0.04)] per share.

 

Expenses – The general and administrative expenses consist primarily of personnel costs, legal costs, investor relations costs, stock based compensation costs, accounting costs and other professional and administrative costs. General and Administrative expenses were $218,587 for the nine months ended September 30, 2012 (September 30, 2011: $139,250) and $27,995 for the three months ended September 30, 2012 (September 30, 2011: $54,095). The decrease quarter on quarter costs reflects further cash conservation initiatives implemented my management. Included in expenses are professional accounting and legal fees of $(80,450) for the nine months ended September 30, 2012 (September 30, 2011: $189,198) and $47,674 for the three months ended September 30, 2012 (September 30, 2011: $25,219) which represents further initiatives by management to settle long outstanding financial liabilities.

 

Exploration expenditures – Exploration expenses are charged to operations as they are incurred. The Company recorded exploration expenses of $131,724 for the nine months ended September 30, 2012 (September 30, 2011: $261,304) and $7,772 for the three months ended September 30, 2012 (September 30, 2011: $123,055) the majority relating to maintenance activities at the Brazilian properties during the current quarter and Colorado and Brazil mine in prior quarter.

 

Depreciation expense – Depreciation expenses charged to operations were nil for the nine months ended September 30, 2012 and nil for the three months ended September 30, 2012. (nine months ended September 30, 2011: $22,001 and three months ended September 30, 2011: $6,538).

 

Gain on extinguishment of liabilities – During the three and nine months ended September 30, 2012, the Company recorded gain on extinguishment of liabilities of $94,860, which represents further initiatives by management to settle long outstanding financial liabilities.

 

Liquidity and Capital Resources

 

September 30, 2012 versus December 31, 2011:

 

Recent developments in capital markets have restricted access to debt and equity financing for many companies. 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 2012 fiscal 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.

 

On September 21, 2012, Aurora Gold Corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement ”) with Alltech Capital Limited (“Investor”), pursuant to which the Company agreed to sell, and the Investor agreed to purchase, 135,000,000 shares of the Company’s common stock for a purchase price of $5,000,000. The closing of the transaction contemplated by the Subscription Agreement occurred in October 2012, subject to each of the Company and Investor satisfactorily meeting or waiving the closing conditions contained in the Subscription Agreement. A copy of the Subscription Agreement was lodged with the SEC on September 27, 2012.

 

23 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

The Company also intends to finance activities by raising capital through the equity markets. In October 2011 the Company filed a Registration Statement on Form S-1 offering up to a maximum of 50,000,000 units of the Company's securities at an offering price of $0.10 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 $0.001 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 $0.20 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 will expire January 20, 2013. To date, no funds have been obtained from this offering.

 

At September 30, 2012 the Company had cash of $1,241 (December 31, 2011: $237,426) and a working capital deficiency of $(576,152) and $(300,218) as at December 31, 2011. Total liabilities as of September 30, 2012 were $577,393 (December 31, 2011: $537,644).

 

During April 2012, the Company entered into a debt settlement agreement for $18,000 in accounts payable which was settled for 300,000 shares of common stock at an issue price of $0.06 per share.

 

During March 2012, the Company entered into debt settlement agreements for advances received from an individual and a company during fiscal 2011. $119,454 was settled for 1,990,900 shares of common stock at an issue price of $0.06 per share. Further details are provided under the Common Stock notes to these financial statements.

 

Cash Flow

 

Nine months ended September 30, 2012 versus nine months ended September 30, 2011:

 

Operating activities: The Company used cash of $381,481 (September 30, 2011: $986,424). Changes in prepaid expenses and other assets resulted were nil during the period (September 30, 2011: increase of $7,016) and changes in accounts payable and accrued expenses (including related party) resulted in an increase in cash of $224,063 (September 30, 2011: decrease in cash of $732).

 

Investing Activities: There were no investing activities during the period (September 30, 2011: $80,000 financial warranty from Colorado Mined Land Reclamation bonds returned).

 

Financing Activities: The Company intends to finance activities by raising capital through the equity markets. In October 2011 the Company filed a Registration Statement on Form S-1 offering up to a maximum of 50,000,000 units of the Company's securities at an offering price of $0.10 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 $0.001 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 $0.20 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 will expire January 20, 2013. To date, no funds have been obtained from this offering.

 

On September 21, 2012, Aurora Gold Corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement ”) with Alltech Capital Limited (“Investor”), pursuant to which the Company agreed to sell, and the Investor agreed to purchase, 135,000,000 shares of the Company’s common stock for a purchase price of $5,000,000. The closing of the transaction contemplated by the Subscription Agreement occurred in October 2012, subject to each of the Company and Investor satisfactorily meeting or waiving the closing conditions contained in the Subscription Agreement. A copy of the Subscription Agreement was lodged with the SEC on September 27, 2012.

 

In August 2012 the Company received an advance of $50,000 from a director and officer of the Company. The advance is non-interest bearing and is due on successful capital raising.

 

On April 16, 2012, the Company entered into subscription agreements for 1,316,000 shares of common stock at a purchase price of $0.06 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 300,000 shares of common stock at an issue price of $0.06 per share.

 

24 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

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 1,990,900 shares of common stock at an issue price of $0.06 per share.

 

In March 2012, the Company entered into subscription agreements for 625,217 shares of common stock at a purchase price of $0.06 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.

 

On December 20, 2011, the Company entered into subscription agreements for 8,000,000 shares of common stock at a purchase price of $0.04 per share for a gross aggregate price of $320,000. Attached to each unit of common stock is one (1) series A stock purchase warrant. Each full Series A warrant entitles the holder to purchase an additional share of the Company’s common stock at an exercise price of $0.08 per share for a period of eighteen months commencing on December 20, 2011 and expiring on June 20, 2013. 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 $25,600. The actual amount included in creditors for the period ended March 31, 2012 was $8,800. It is anticipated this will be the total amount of commission paid.

 

On December 15, 2011, the Company entered into debt settlement agreements with creditors and related parties in consideration for the issue of the Company’s common stock at a per share price of $0.02 per share. $218,754 was settled for 10,937,721 shares of common stock.

 

During the fiscal year 2011 the Company received funds from advances from individuals and a company, totalling $257,000 that were non-interest bearing, were due on demand and were unsecured. As at the end of the fiscal year this total amount was reduced to $137,000 due to $120,000 of this advance being converted to common stock for settlement of this indebtedness in December 2011 at $0.04 per share.

 

In September 2011, 1,671,000 shares were issued to an individual for cash at $0.10 per share. In September 2011, 150,000 shares were issued to a company for services rendered at $0.16 per share.

 

In April 2011, as an incentive to assist with future private placements, the Company authorized the payment of a non-cash finder’s fee of 450,000 shares of common stock of the Company in connection with the private placement completed in April 2010. The shares were issued in May 2011. All shares issued were to individuals and companies who reside outside the United States of America. The issuance of the shares was exempt from the registration requirements of Securities Act by virtue of Section 4(2) thereof as well as the exemption from registration requirements afforded by Regulation S.

 

Dividends

 

The Company has neither declared nor paid any dividends on the 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.

 

25 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

Share Capital

 

At September 30, 2012, the Company had:

 

-Authorized share capital of 300,000,000 (December 31, 2011: 300,000,000) common shares with par value of $0.001 each
-114,144,706 common shares were issued and outstanding as at September 30, 2012 (September 30, 2011: 90,974,868; December 31, 2011: 109,912,589).
-9,650,000 (September 30 2011: 1,200,000; December 31, 2011: 9,050,000) stock options were outstanding under the incentive stock option plan. The stock options are exercisable at prices ranging from $0.05 to $0.12 per share, with expiry dates ranging from October 10, 2016 to April 9, 2017. If the holders were to acquire all 9,650,000 (December 31, 2011: 9,050,000) shares issuable upon the exercise of all incentive stock options outstanding, the Company would receive an additional $779,500 (December 31, 2011: $1,206,500).
-Warrants outstanding as at September 30, 2012 were 8,000,000 (June 30, 2011: Nil; December 31, 2011: 8,000,000).

 

Market Risk Disclosures

 

The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes during the period ended September 30, 2012 (September 30, 2011: nil) and the subsequent period to October 18, 2012.

 

Off-balance Sheet Arrangements and Contractual Obligations

 

The Company does not have any off-balance sheet arrangements or contractual obligations as at September 30, 2012, 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, 2011 consolidated financial statements. The accounting policies relating to mineral property and exploration costs and depreciation and amortization of property, plant and equipment are critical accounting policies that are subject to estimates and assumptions regarding future activities. Refer to December 31, 2011 Form 10- K for further information.

 

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 September 30, 2012 and 2011, 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.

 

26 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

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 nine-month period ended September 30, 2012 consulting fees of $297,190 (September 30, 2011: $191,742) were incurred to directors and officers (or companies of the officers and directors) of the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

 

Included in accounts payable and accrued expenses and advance payable (related parties) as at September 30, 2012 and December 31, 2011 were $322,419 and $nil respectively payable to officers and directors of the Company for consulting fees and various expenses incurred on behalf of the Company.

 

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 2012.

 

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 intends to 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 remainder of 2012 will focus on the Brazilian properties. In Brazil the Company intends to follow up results from previous work on the Sao Domingo property, including the previous drilling and mapping over the Fofoca target area. Follow up evaluation of the geophysical anomaly west of Fofoca is required to test any strike continuity of potential economic mineralisation. This work will entail surface mapping, sampling of soils on a grid basis to delineate geochemical anomalies, stream sediment sampling, geophysical surveying and drilling.

 

27 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

The Company has set up a field operations centre at the Săo Domingos property and intend to continue to focus exploration activities on anomalies associated with the Săo Domingos property. 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. Work conducted both on a regional and prospect scale since 2006 has included mapping, rock chip sampling, a large scale soil geochemical sampling grid, ground-based geophysical testing, partial trenching over the vein systems and sub-surface drill testing of several prospect areas at Fofoca, Esmeril, Santa Isabel and Atacadão.

 

The Fofoca Prospect (“Fofoca”) is the primary area of interest that has been identified to date. Hydrothermal alternation observed at Fofoca and surrounding prospects is considered characteristic of epithermal style mineralization systems in the region. Fofoca has been interpreted as a multiple lode gold system, with lodes that are shear hosted in granite country rocks and strike approximately east-west dipping moderately to the south. Gold mineralization is associated with quartz veining which hosts various sulphides, including pyrite, arsenopyrite, galena and chalcopyrite. Fofoca has over 580 meters of potential strike with typical breccia vein widths of over one meter dipping at around 80 degrees south. Thicknesses of approximately 20 meters of quartz stockwork have been seen in drill core in the central parts of deposit caused by post-mineralization brittle faulting.

 

Exploration work completed at Fofoca in 2006 included logging of six trenches over anomalous quartz veins, followed by a 17 hole, HQ/NQ drill program (2,606 meters) to test the trenches at depth. Drilled to a maximum depth of 185 meters, with an average depth of 153 meters, the drilling returned several high grade, thin intercepts of auriferous quartz veins.

 

A second HQ/NQ drilling campaign (FOF-18 and 19) started in mid-2007 in which two holes were drilled into Fofoca. This program targeted down dip extensions, with drill hole 18 descending to 250 meters, but only encountered small stockwork vein systems. Generally the drill holes encountered thin hydrothermally brecciated, vuggy, sulphidic quartz veins with alterations ranging from argillic through to potassic (possible overprinting), which is typical for this style of mineralisation. No metallurgical test work was undertaken.

 

Based on mapping, sampling, trenching and ground-based IP surveys, the Fofoca structure appears to continue to the west, being displaced by late stage faulting to the north. This structural trend is believed to link Fofoca with the Cachoeirinha (Fofoca West) area, providing the potential to add significantly to currently outlined resources. No drilling has been conducted on Fofoca West. We will continue to evaluate the potential of the São Domingós Project and will work to determine whether the Fofoca could evolve along strike and link up with other noted targets further along strike. Further drilling, trenching and geophysics is planned to further assess the São Domingós Project.

 

Currently the system still remains open along strike in both directions and at depth. The Company will continue to evaluate the potential, and are confident that Fofoca could evolve further and link up with other noted targets further along strike.

 

A recent discovery was made on the Atacadau area and has been called Colibri. Here artisanal miners uncovered an area of stock work mineralization that was subsequently sampled and returned some high-grade assays. Further sampling of material that was exposed by artisanal activity around the Colibri occurrence was conducted. Whilst monitoring the artisanal activity mapping and measurements of the structures and orientations of theoretical mineralization channels were conducted. The results showed that there are possible correlations to the Atacadau mineralization noted from previous mapping and drilling. The Company intends to cut trenches across the strike of the mineralizing structures to better understand the size both laterally and along strike. We will then test the strike extent with geophysics in a similar manner as that conducted on the Fofoca area.

 

During 2012, the Company will continued to follow up exploration results on the Fofoca area and plan to initiate further exploration programs on other areas of the Sao Domingos property. It is anticipated that we will drill a series of holes within the Fofoca area for engineering and metallurgical test work as well as to test for depth extensions of the known gold occurrences. Other exploration on the Săo Domingos property areas will involve further mapping of the outcrop geology and sampling soils and scree from shafts of previous workers in order to confirm lithologies and structural trends noted from drilling and published government maps. Currently, five anomalous areas on the Sao Domingos property have been identified from soil and rock chip sampling, at Atacadão, Esmeril, Colibri, Fofoca and Cachoeira, and we plan to conduct further investigation. Several other areas have been identified from remote sensing satellite imagery which will also be followed up.

 

By viewing spectral wave band ratio's designed to indicate iron oxides and clay minerals, the Company was able to decipher areas of past artisanal activity which could lead to the discovery of further hard rock targets, as demonstrated by the discovery of further extensions to potential mineralisation at Colibri and the newly discovered, Toucano, gold occurrence.

 

28 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

The Toucano occurrence was a recent discovery, made during the 4th Quarter of 2011 located in the same vicinity as the Colibri gold occurrence and close to the Fofoca resource area and the Attacadau occurrence. Toucano was found as a result of reviewing remote sensing imagery acquired during the last quarter of 2011 and the occurrence of recent artisanal activity. Aurora conducted detailed mapping over the Toucano occurrence and completed channel sampling across the exposed strike of potentially mineralised lithologies. As a result of the significant channel sample results and the other high grade rock chip results taken from exposures within the Toucano system , Aurora intends to focus exploration delineating the potential area of mineralised material .

 

The Company has completed a revised exploration plan and budget to test the lateral and depth extent of the Toucano occurrence with bulk sampling, trenching and drilling during the 2012 exploration season. Exploration will also focus on testing for any sub parallel mineralisation that may be associated with a broader mineralizing envelope that may include the Colibri gold occurrence. Previous sampling of areas within Colibri assayed up to 5.94 g/t Gold in quartz veinlets associated to stock work mineralization.

 

Exploration will also focus on the extension of the Fofoca area of mineralised material to test the strike extent as follow up to significant gold assays from trenches along strike.

 

Aurora recently concluded a first pass project wide evaluation of tailings and alluvial potential. Results showed that follow up test work is recommended and Aurora intends to apply for a trial mining license to carry out bulk sampling of potentially economic material. Concurrently a technical team has been assembled to continue the evaluation of both the alluvial potential and the geometry of the hard rock mineralisation in preparation for subsurface test work.

 

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company’s exposure to market risk is confined to cash equivalents and short-term investments. The Company invests in high-quality financial instruments, primarily money market funds with the effective duration of the portfolio within one year which management believes is subject to limited credit risk. The Company currently does not hedge interest rate exposure. Due to the short-term nature of the investments, the Company does not believe there is a material exposure to interest rate risk arising from the investments.

 

ITEM 4 – CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of senior management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act. As previously reported under Item 9A in the Annual Report on Form 10-K for the year ended December 31, 2011 (the “Annual Report”), we had numerous deficiencies in our disclosures controls as of December 31, 2011. In the Annual Report we described the remediation efforts we have begun to undertake in order to correct such deficiencies. As of September 30, 2012, the deficiencies described in the Annual Report still existed since the remediation efforts had not yet been fully implemented as of such date.

 

Changes in Internal Controls over Financial Reporting

 

There have been no changes in our internal controls over financial reporting or in other factors during the fiscal quarter ended September 30, 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date we carried out our most recent evaluation. As previously reported in Item 9A of the Annual Report, we had numerous material weaknesses in our internal control over financial reporting as of December 31, 2011. In the Annual Report we described the remediation efforts we have begun to undertake in order to correct such material weaknesses. As of September 30, 2012, the material weaknesses described in the Annual Report still existed since the remediation efforts had not yet been fully implemented as of such date.

 

29 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

PART II – OTHER INFORMATION

 

ITEM 1 – LEGAL PROCEEDINGS

 

The Company is not involved in any legal proceedings at this time .

 

ITEM 1A – RISK FACTORS

 

The Company 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 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the quarter of the fiscal year covered by this report (i) the Company did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) the Company did not sell any unregistered equity securities.

 

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

 

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of the Company. Also, during this quarter, no material arrearage in the payment of dividends has occurred.

 

ITEM 4 – MINING SAFETY DISCLOSURES

 

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

 

ITEM 5 – OTHER INFORMATION

 

During the quarter of the fiscal year covered by this report, the Company reported all information that was required to be disclosed in a report on Form 8-K.

 

ITEM 6 – EXHIBITS

 

(a)Index to and Description of Exhibits

 

All Exhibits required to be filed with the Form 10-Q are included in this quarterly 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.

 

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

 

30 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

Exhibit   Description   Status
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
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

 

31 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

Exhibit   Description   Status
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, 20102010 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    
31.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   Included
32.1   Certification of Chief Executive Officer and 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 report on Form 10-Q of Aurora Gold Corporation for the quarter ended September 30, 2012, formatted in XBRL: (ii) 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.

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

 

 

 

* Filed Herewith

 

32 | AURORA GOLD CORPORATION
 

 

AURORA GOLD CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (UNAUDITED)

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, Aurora Gold Corporation has caused this report to be signed on its behalf by the undersigned duly authorized person.

 

AURORA GOLD CORPORATION

/s/ Lars Pearl

Name: Lars Pearl

Title: President and CEO

Principal Executive Officer

 

/s/ Ross Doyle

Name: Ross Doyle

Title: CFO

Principal Financial Officer

 

/s/ Agustin Gomez de Segura

Name: Agustin Gomez de Segura

Title: Director

 

Dated:   November 13, 2012

 

33 | AURORA GOLD CORPORATION