ex4_2.htm


    
      
Exhibit 4.2

     

    
      ACKNOWLEDGMENT
OF DEBT

      


      


      Cullen   Babington   Hughes

      Lawyers

      


      95
Stirling Highway, Nedlands

      Western
Australia 6009

      


      Telephone
+61 8 9389 3999

      


      Facsimile
+61 8 9389 1511

      


      Email 
mail@cbhlegal.com.au

      Ref:
04562

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      Table
of Contents

    

    


    
      	
              
                1.

              

            	
              
                DEFINITIONS
      AND INTERPRETATIONS

              

            	
              
                1

              

            
	
              
                2.

              

            	
              
                PREVIOUS
      AGREEMENTS

              

            	
              
                3

              

            
	
              
                3.

              

            	
              
                ACKNOWLEDGEMENT
      OF DEBT

              

            	
              
                3

              

            
	
              
                4.

              

            	
              
                REPAYMENT

              

            	
              
                3

              

            
	
              
                5.

              

            	
              
                AURORA
      SHARES

              

            	
              
                4

              

            
	
              
                6.

              

            	
              
                GST

              

            	
              
                6

              

            
	
              
                7.

              

            	
              
                NOTICES

              

            	
              
                6

              

            
	
              
                8.

              

            	
              
                TIME
      OF THE ESSENCE

              

            	
              
                7

              

            
	
              
                9.

              

            	
              
                COSTS

              

            	
              
                7

              

            
	
              
                10.

              

            	
              
                GOVERNING
      LAW AND JURISDICTION

              

            	
              
                7

              

            
	
              
                11.

              

            	
              
                WAIVER

              

            	
              
                7

              

            
	
              
                12.

              

            	
              
                CUMULATIVE
      RIGHTS

              

            	
              
                7

              

            
	
              
                13.

              

            	
              
                FURTHER
      ASSURANCE

              

            	
              
                7

              

            
	
              
                14.

              

            	
              
                SEVERABILITY

              

            	
              
                7

              

            
	
              
                15.

              

            	
              
                EXECUTION
      BY COUNTERPARTS

              

            	
              
                7

              

            
	
              
                16.

              

            	
              
                ENTIRE
      UNDERSTANDING

              

            	
              
                8

              

            
	
              
                17.

              

            	
              
                CORPORATE
      WARRANTY

              

            	
              
                8

              

            
	
              
                18.

              

            	
              
                DEED

              

            	
              
                8

              

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      ACKNOWLEDGMENT
OF DEBT

    

    
      


      


      DATED

      


      PARTIES

      


    

    
      
        	
                1.

              	
                Aurora Gold Corporation
      of Baarerstrasse 10, lst
      Floor, Zug, Switzerland, 6300 (Debtor)

              


      

      


      
        	
                2.

              	
                Samba Minerals Limited
      of 30 Ledgar Road, Balcatta, Western Australia 6021 (Creditor)

              


      

      


      
        	
                3.

              	
                Samba Mineracao Ltda
      incorporated in Brazil of Avenue Americas 700, Bloco 8, Lja 215 B,
      parte, Barra da Tijuca, Rio de Janeiro, Brazil (SMB)

              


      

      


      
        	
                4.

              	
                Lars Pearl of
      Baarerstrasse 10, 1st
      Floor, 6300, Zug, Switzerland (Pearl)

              


      

    

    
      


      BACKGROUND

      


    

    
      
        	
                A.

              	
                The
      Creditor advanced the Principal Sum to the
  Debtor.

              


      

      


      
        	
                B.

              	
                The
      Creditor and Debtor wish to record the repayment by the Creditor to the
      Debtor of the Amount Owing in accordance with the terms of this
      Document.

              


      

      


      
        	
                C.

              	
                Pearl
      is the owner of the Aurora Shares.

              


      

      


      
        	
                D.

              	
                The
      Parties (other than Pearl) entered into the Sale Agreement and wish to
      terminate that agreement.

              


      

      


      
        	
                E.

              	
                The
      Debtor and the Creditor entered into the Previous Loan Agreement and wish
      to terminate that agreement.

              


      

    

    
      


      OPERATIVE
PROVISIONS

      


      
        	
                1. 

              	
                DEFINITIONS
      AND INTERPRETATIONS

              


      

      
         

      

    

    
      
        	
                1.1

              	
                Definitions

              


      

    

    
      


    

    
      In this
Document:

      


      Amount Owing the sum of money
specified in Item
2.

      


      Aurora Shares means 1,400,000
fully paid shares of common stock in the capital of the Debtor.

      


      Execution Date means the date
of execution of this Document.

      


      Issue Date means the date of
issue of the Repayment Shares.

      


      Nominated Recipient the person
or persons named in the notice issued under clause 4.2.

      


      Party means a party to this
Document and Parties
means all of them.

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      Previous Loan Agreement means
the document titled "Settlement Agreement" dated 20 March 2009 made between the
Debtor and the Creditor.

      


      Principal Sum means the amount
specified in Item
1.

      


      Repayment Shares means
5,000,000 fully paid shares of common stock in the capital of the
Debtor.

      


      Sale Agreement means the
document entitled "Heads of Agreement" dated 31 March 2009 made between the
Parties and Aurora Gold Mineracao Ltda.

      


      Settlement Date means the date
5 days after the date of execution of this Document.

      


      Sold Shares means those Aurora
Shares sold or otherwise disposed of by the Creditor under clause
5.2(a).

    

    
      


    

    
      
        	
                1.2

              	
                Interpretation

              


      

    

    
      


    

    
      In this
Document:

    

    
      


    

    
      
        	
              	
                (a)

              	
                words
      importing the singular include the plural and vice
  versa;

              


      

      


      
        	
              	
                (b)

              	
                words
      importing a gender include every
gender;

              


      

      


      
        	
              	
                (c)

              	
                references
      to any document (including this Document) are references to that document
      as amended, consolidated, supplemented, novated or replaced from time to
      time;

              


      

      


      
        	
              	
                (d)

              	
                references
      to this Document are references to this Document and the
      Schedules;

              


      

      


      
        	
              	
                (e)

              	
                references
      to clauses, paragraphs and Schedules are references to clauses, paragraphs
      of, and schedules to, this
Document;

              


      

      


      
        	
              	
                (f)

              	
                headings
      are for convenience only and are ignored in construing this
      Document;

              


      

      


      
        	
              	
                (g)

              	
                references
      to any Party include references to its respective successors and permitted
      assigns;

              


      

      


      
        	
              	
                (h)

              	
                references
      to any person include references to any individual, company, body
      corporate, association, partnership, firm, joint venture, trust and
      Government Agency;

              


      

      


      
        	
              	
                (i)

              	
                the
      word "include" in any form is not a word of
  limitation;

              


      

      


      
        	
              	
                (j)

              	
                references
      to notice in writing includes references to documents or notices sent by
      facsimile, but only if that notice or document is clearly legible and if
      the meaning of the notice so delivered is clear and
      unambiguous;

              


      

      


      
        	
              	
                (k)

              	
                reference
      to an Item is to
      an item in the schedule;

              


      

      


      
        	
              	
                (1)

              	
                references
      to $ or dollars are to Australian currency;
and

              


      

    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    
      
        	
              	
                (m)

              	
                where
      a party comprises 2 or more persons, the covenants and agreements on their
      part bind and must be observed and performed by them jointly and each of
      them severally and may be enforced against any one or any 2 or more of
      them.

              


      

    

    
      


    

    
      
        	
                2.

              	
                PREVIOUS
      AGREEMENTS

              


      

    

    
      
         

      

    

    
      
        	
                2.1

              	
                Previous Loan
      Agreement

              


      

    

    
      


    

    
      Subject
to issue of the Repayment Shares the Debtor and the Creditor acknowledge and
agree that with effect from the Issue Date:

    

    
      


    

    
      
        	
              	
                (a)

              	
                the
      Previous Agreement is terminated;
and

              


      

      


      
        	
              	
                (b)

              	
                no
      party has any claim, action or obligation owed to the other under the
      Previous Agreement; and

              


      

      


      
        	
              	
                (c)

              	
                except
      with regard to the obligations of the Debtor and any claims arising as a
      result of a breach of the Debtor's obligations under this Document, the
      Creditor fully releases and forever discharges the Debtor from any and all
      debts, obligations, and liabilities arising from the previous
      Agreement.

              


      

    

    
      


    

    
      
        	
                2.2

              	
                Sale
      Agreement

              


      

    

    
      


    

    
      The
Debtor, SMB and the Creditor acknowledge and agree that with effect from the
date of execution of this Document:

    

    
      


    

    
      
        	
              	
                (a)

              	
                the
      Sale Agreement is terminated; and

              


      

      


      
        	
              	
                (b)

              	
                no
      party has any claim, action or obligation owed to the others under the
      Sale Agreement.

              


      

    

    
      


    

    
      
        	
                3.

              	
                ACKNOWLEDGEMENT
      OF DEBT

              


      

    

    
      
         

      

      The
Debtor acknowledges and agrees that:

      


    

    
      
        	
              	
                (a)

              	
                it
      has received the Principal Sum; and

              


      

      


      
        	
              	
                (b)

              	
                interest
      has accrued on the Principal
Sum,

              


      

    

    
      


    

    
      and at
the date of this Document the Principal Sum and interest comprise the Amount
Owing.

    

    
      


    

    
      
        	
                4.

              	
                REPAYMENT

              


      

    

    
       

    

    
      
        	
                4.1

              	
                Share
    Issue

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                Subject
      to receipt of notice under clause 4.2, in full
      satisfaction of the Amount Owing the Debtor must issue the Repayment
      Shares to the Nominated Recipient on or before the Settlement
      Date.

              


      

      


      
        	
              	
                (b)

              	
                If
      no notice is given under clause 4.2, in full
      satisfaction of the Amount Owing the Debtor must issue the Repayment
      Shares to the Creditor on or before the Settlement
  Date.

              


      

    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    
      
        	
              	
                (c)

              	
                The
      Debtor must at its cost:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                provide
      a share certificate for the Repayment Shares or other proof of issue of
      the Repayment Shares to Nominated Recipient or the Creditor (as the case
      may be) to the reasonable satisfaction of the Creditor:
  and

              


      

      


      
        	
              	
                (ii)

              	
                take
      all necessary steps to ensure that the Repayment Shares are freely
      tradeable on a recognised stock exchange or other share trading facility
      as soon as possible and with due regard to the processes of the SEC but no
      later than 6 months of the Settlement
Date.

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                Subject
      to compliance by the Debtor with clause 4.1(c)(ii), the
      Debtor warrants that the Repayment Shares are freely tradable and are
      qualified for trading in the United States on a recognised stock exchange
      or other share trading facility and for the avoidance of doubt the Debtor
      warrants that the Repayment Shares are not subject to
  any:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                escrow
      period or requirements; or

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                trading
      restrictions.

              


      

    

    
      


    

    
      
        	
              	
                (e)

              	
                On
      issue the Repayment Shares rank pari passu with the other issued
      securities of the Debtor.

              


      

    

    
      


    

    
      
        	
                4.2

              	
                Nominated
      Recipient

              


      

    

    
      


    

    
      The
Creditor may direct the Debtor to issue the Repayment Shares (whether in whole
or in part) to either the Creditor or a third party (Nominated Recipient) by
notice in writing to the Debtor.

    

    
      


    

    
      
        	
                5.

              	
                AURORA
      SHARES

              


      

    

    
       

    

    
      
        	
                5.1

              	
                Production of
      Certificate

              


      

    

    
      


    

    
      Within 5
working days of execution of this Document Pearl must
deliver:

    

    
      


    

    
      
        	
              	
                (a)

              	
                the
      share certificate or other proof of ownership of the Aurora Shares:
      and

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                an
      executed power of attorney substantially in the form attached as Annexure
      A,

              


      

    

    
      


    

    
      to:

    

    
      


    

    
      
        	
              	
                (c)

              	
                the
      Creditor; or

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                Cullen
      Babington Hughes at PO Box 935, Nedlands. Western Australia
      6909,

              


      

    

    
      


    

    
      to be
held for the benefit of the Creditor in accordance with the terms of this
Document.

    

    
      


    

    
      
        	
                5.2

              	
                Sale of Aurora
      Shares

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                If
      the Debtor fails to comply with clause 4.1(c)(ii) the
      Creditor may at any time sell or otherwise dispose of, transfer, pledge,
      encumber or mortgage all or part of the Aurora Shares in the manner and
      form and for a price determined by the Creditor in its sole
      discretion.

              


      

    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    
      
        	
              	
                (b)

              	
                If
      the Creditor exercises its powers under clause 5.2(a) the
      Creditor must:

              


      

    

    
       

      
        	
              	
                (i)

              	
                give
      written notice to the Debtor and Pearl of such sale or other disposal;
      and

              


      

      


      
        	
              	
                (ii)

              	
                return
      to Pearl from the Repayment Shares that number of shares in the capital of
      the Debtor that equal the number of Sold Shares within 30 days of the
      Repayment Shares becoming freely
tradeable.

              


      

      


    

    
      
        	
              	
                (c)

              	
                The
      Parties must enter into, execute and sign all necessary documents to give
      effect to the provisions of this clause
    5.2.

              


      

    

    
      


    

    
      
        	
              	
                (d)

              	
                Pearl
      is responsible for all costs, fees and charges that may relate to
      transfers of shares or other transactions required to give effect to the
      provisions of this clause
      5.2.

              


      

    

    
      


    

    
      
        	
                5.3

              	
                Return of Aurora
      Shares

              


      

    

    
      


    

    
      If the
Creditor sells the Repayment Shares the Creditor must return the certificate in
respect of the unsold Aurora Shares to Pearl.

    

    
      


    

    
      
        	
                5.4

              	
                Warranty

              


      

    

    
      


    

    
      Pearl
warrants that he is the sole legal and beneficial owner of the Aurora
Shares.

    

    
      


    

    
      
        	
                5.5

              	
                Trading

              


      

    

    
      


    

    
      If the
Debtor fails to comply with clause 4.1(c)(ii) Pearl must
at his cost take all necessary steps to ensure that the Aurora Shares are freely
tradeable on a recognised stock exchange or other share trading
facility.

    

    
      


    

    
      
        	
                5.6

              	
                Retention of Aurora
      Shares

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                If
      Pearl is in breach of:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                clause 0;
    or

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                the
      warranty given under clause
    5.4,

              


      

    

    
      


    

    
      the
Creditor may give Pearl a notice specifying the breach and a period of not more
than 7 days in which to remedy that breach.

    

    
      


    

    
      
        	
              	
                (b)

              	
                If:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                notice
      is given by the Creditor under clause 5.6 and the
      breach is not remedied within the time period stated in the notice;
      or

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                the
      Debtor fails to comply with clause
      4.1(c)(ii),

              


      

    

    
      


    

    
      the
Creditor retains the Aurora Shares:

    

    
      


    

    
      
        	
              	
                (iii)

              	
                for
      no consideration; and

              


      

    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    
      
        	
              	
                (iv)

              	
                may
      dispose of the Aurora Shares as it sees fit with no obligation to Pearl to
      account for any proceeds resulting from the sale or other disposal of the
      Aurora Shares.

              


      

    

    
      


    

    
      
        	
                6

              	
                GST

              


      

    

    
       

    

    
      
        	
              	
                (a)

              	
                In
      this clause, the expressions "consideration", "GST', "input tax credit",
      "supply", "tax invoice", "recipient" and "taxable supply" have the
      meanings given to those expressions in the A New Tax System (Goods and
      Services Tax) Act 1999.

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                Unless
      otherwise expressly stated, all prices or other sums payable or
      consideration to be provided under or in accordance with this Document are
      exclusive of GST.

              


      

    

    
      


    

    
      
        	
              	
                (c)

              	
                If
      GST is imposed on any supply made under or in connection with this
      Document, the recipient of the taxable supply must pay to the supplier an
      additional amount equal to the GST payable on or for the taxable supply
      subject to the recipient receiving a valid tax invoice in respect of the
      supply at or before the time of payment. Payment of the additional amount
      will be made at the same time as payment for the taxable supply is
      required to be made in accordance with this
  Document.

              


      

    

    
      


    

    
      
        	
                7.

              	
                NOTICES

              


      

    

    
       

    

    
      
        	
                7.1

              	
                Form

              


      

    

    
      


    

    
      Any
notice, approval, request, demand or other communication (notice) to be given for the
purposes of this Document must be in writing and:

    

    
      


    

    
      
        	
              	
                (a)

              	
                served
      personally at the address of the Party specified in Item 3;
    or

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                sent
      to the address of the Party specified in Item 3
    by:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                ordinary
      or registered mail (airmail if overseas);
or

              


      

    

    
      


    

    
      
        	
              	
                (ii)

              	
                facsimile,

              


      

    

    
      


    

    
      or such
other address as that Party may notify the other Parties, in writing, from time
to time.

    

    
      


    

    
      
        	
                7.2

              	
                Receipt

              


      

    

    
      


    

    
      
        	
              	
                (a)

              	
                A
      notice given:

              


      

    

    
      


    

    
      
        	
              	
                (i)

              	
                personally
      is served upon delivery;

              


      

      


      
        	
              	
                (ii)

              	
                by
      post (other than overseas airmail) is served 3 Business Days after
      posting;

              


      

      


      
        	
              	
                (iii)

              	
                by
      overseas airmail is served 7 Business Days after
  posting;

              


      

      


      
        	
              	
                (iv)

              	
                by
      facsimile transmission is served upon receipt of a transmission report by
      the machine from which the facsimile was sent indicating that the
      facsimile had been completely sent and if the facsimile has not been
      completely sent by 5.00 pm (determined by reference to the time of day at
      the recipient's address) it is deemed to have been served on the next
      Business Day.

              


      

    

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    
      
        	
              	
                (b)

              	
                Any
      notice which, by virtue of the foregoing, has been served on a Saturday,
      Sunday or public holiday is served on the first Business Day (determined
      by reference to the recipient's address) after such
  day.

              


      

    

    
      


    

    
      
        	
                8.

              	
                TIME
      OF THE ESSENCE

              


      

    

    
       

    

    
      Time is
of the essence in this Document in all respects and no extension or variations
operate as a waiver of this provision.

    

    
      


    

    
      
        	
                9.

              	
                COSTS

              


      

    

    
      
         

      

    

    
      The
Debtor must pay the costs of an incidental to the instructions for and
preparation execution stamping of this Document and all stamp duties
thereon.

    

    
      


    

    
      
        	
                10.

              	
                GOVERNING
      LAW AND JURISDICTION

              


      

    

    
      
         

      

    

    
      This
Document is governed by and must be construed in accordance with the laws of
Western Australia for the time being in force, and the Parties agree to submit
to the non-exclusive jurisdiction of the courts of that
jurisdiction.

    

    
      


    

    
      
        	
                11.

              	
                WAIVER

              


      

    

    
      
         

      

    

    
      The
failure or omission of a Party at any time to:

    

    
      


    

    
      
        	
              	
                (a)

              	
                enforce
      or require the strict observance of or compliance with any provision of
      this Document; or

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                exercise
      any election or discretion under this
Document,

              


      

    

    
      


    

    
      does not
operate as a waiver of them or of the rights of a Party, whether express or
implied, arising under this Document.

    

    
      


    

    
      
        	
                12.

              	
                CUMULATIVE
      RIGHTS

              


      

    

     

    
      The
rights or remedies conferred on any Party by this Document are in addition to
all rights and remedies of that Party at law or in equity.

    

    
      


    

    
      
        	
                13.

              	
                FURTHER
      ASSURANCE

              


      

    

     

    
      Each
Party must sign, execute and complete all such further documents as may be
necessary to effect, perfect or complete the provisions of this Document and the
transactions to which it relates.

    

    
      


    

    
      
        	
                14.

              	
                SEVERABILITY

              


      

    

     

    
      If any
part of this Document is or becomes illegal, invalid or unenforceable in any
relevant jurisdiction, the legality, validity or enforceability of the remainder
of this Document is not affected and this Document must be read as if that part
had been deleted.

    

    
      


    

    
      
        	
                15.

              	
                XECUTION
      BY COUNTERPARTS

              


      

    

     

    
      
        	
              	
                (a)

              	
                This
      Document may consist of one or more counterpart
  copies.

              


      

    

    
      


    

    
      
        	
              	
                (b)

              	
                All
      counterparts of this Document, when taken together, constitute the one
      document.

              


      

    

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    
      
        	
                16.

              	
                ENTIRE
      UNDERSTANDING

              


      

    

    
      
         

      

    

    
      
        	
              	
                (a)

              	
                This
      Document contains the entire understanding and agreement between the
      Parties as to the subject matter of this
  Document.

              


      

      


      
        	
              	
                (b)

              	
                All
      previous negotiations, understandings, representations, warranties (other
      than warranties set out in this Document), memoranda or commitments in
      relation to, or in any way affecting, the subject matter of this Document
      are merged in and superseded by this Document and is of no force or effect
      whatsoever and no Party is liable to any Company in respect of such
      matters,

              


      

      


      
        	
              	
                (c)

              	
                No
      oral explanation or information provided by any Party to another affects
      the meaning or interpretation of this Document or constitute any
      collateral agreement, warranty or understanding between any of the
      Parties.

              


      

    

    
      


    

    
      
        	
                17.

              	
                CORPORATE
      WARRANTY

              


      

    

     

    
      Each
party to this Document warrants that it has full corporate or other right power
and authority to enter into this Document and to carry out the transactions
contemplated by this Document and that it has obtained all requisite
governmental consents, approvals and authorities to enter into this
Document.

    

    
      


    

    
      
        	
                18.

              	
                DEEP

              


      

    

     

    
      The
Parties agree that this Document takes effect as a deed.

    

    
      


      EXECUTED
AS A DEED

    

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    
      THE
SCHEDULE

    

    
      


    

    
      
        	
                1.

              	
                PRINCIPAL
      SUM

              


      

    

    
      


    

    
      $750,000.00

    

    
      


    

    
      
        	
                2.

              	
                AMOUNT
      OWING

              


      

    

    
      


    

    
      $850,479.45

    

    
      


    

    
      
        	
                3.

              	
                ADDRESS
      FOR SERVICE:

              


      

    

    
      


    

    
      The
Debtor:

      


      Aurora
Gold Corporation

      


      Mail:
Baarerstrasse 10, 1st
Floor, 6300, Zug, Switzerland

      


      Facsimile:
#

      


      Attention:
Lars Pearl

      


      The Creditor and SMB:

      


      Samba
Minerals Limited

      


      Mail: 30
Ledgar Road, Balcatta, Western Australia 6021

      


      Facsimile:
+61 8 9240 2406

      


      Attention:
Michael Ferguson

      


      Pearl

      


      Mail:
Baarerstrasse 10, 1st
Floor, 6300, Zug, Switzerland

      


      Facsimile:
#

      


      Attention:
Lars Pearl

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              Executed
      by Aurora Gold Corporation

            	 	
              )

            	 
      
	
              by
      its duly authorised representatives in\

            	 	
              )

            	 
      
	
              accordance
      with applicable laws:

            	 	
              ))

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              /s/ Lars Pearl

            	 	 
      	 
      
	
              Director

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director
      /Secretary

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Executed
      by Samba Minerals Limited

            	 	
              )

            	 
      
	
              (ACN
      129 327 073) in accordance with

            	 	
              )

            	 
      
	
              section
      127 of the Corporations Act by :

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	
              /s/ (illegible)

            
	
              (Signature
      of Secretary/other Director)

            	 	 
      	
              (Signature
      of Director)

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	
              /s/ Nigel (illegible)
    Ferguson

            
	
              (Name
      of Secretary/other Director in full)

            	 	 
      	
              (Name
      of Director in full)

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Executed by Samba Mineracao
      Ltda by

            	 	
              )

            	 
      
	
              its
      duly authorised representatives in

            	 	
              )

            	 
      
	
              accordance
      with applicable laws:

            	 	
              )

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              /s/ (illegible)

            	 	 
      	 
      
	
              Director

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director/Secretary

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              SIGNED by Lars Pearl in the
      presence

            	 	
              )

            	 
      
	
              of:

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	
              /s/ Rachel Pearl

            	 	
              )

            	
              /s/ Lars Pearl

            
	
              Signature
      of witness

            	 	
              )

            	
              Lars
      Pearl

            
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	
              /s/ Rachel Pearl

            	 	
              )

            	 
      
	
              Name
      of witness - please print

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	 
      	 
      
	
              /s/ Hofnerstrasse 13,
      (illegible)

            	 	 
      	 
      
	
              Address
      of witness Switzerland

            	 	 
      	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              Executed
      by Aurora Gold Corporation

            	 	
              )

            	 
      
	
              by
      its duly authorised representatives in\

            	 	
              )

            	 
      
	
              accordance
      with applicable laws:

            	 	
              ))

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              /s/ Lars Pearl

            	 	 
      	 
      
	
              Director

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director
      /Secretary

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Executed
      by Samba Minerals Limited

            	 	
              )

            	 
      
	
              (ACN
      129 327 073) in accordance with

            	 	
              )

            	 
      
	
              section
      127 of the Corporations Act by :

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	
              /s/ (illegible)

            
	
              (Signature
      of Secretary/other Director)

            	 	 
      	
              (Signature
      of Director)

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	
              /s/ Nigel (illegible)
    Ferguson

            
	
              (Name
      of Secretary/other Director in full)

            	 	 
      	
              (Name
      of Director in full)

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Executed by Samba Mineracao
      Ltda by

            	 	
              )

            	 
      
	
              its
      duly authorised representatives in

            	 	
              )

            	 
      
	
              accordance
      with applicable laws:

            	 	
              )

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director/Secretary

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              SIGNED by Lars Pearl in the
      presence

            	 	
              )

            	 
      
	
              of:

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	
              /s/ Rachel Pearl

            	 	
              )

            	
              /s/ Lars Pearl

            
	
              Signature
      of witness

            	 	
              )

            	
              Lars
      Pearl

            
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	
              /s/ Rachel Pearl

            	 	
              )

            	 
      
	
              Name
      of witness - please print

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	 
      	 
      
	
              /s/ Hofnerstrasse 13,
      (illegible)

            	 	 
      	 
      
	
              Address
      of witness Switzerland

            	 	 
      	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              Executed
      by Aurora Gold Corporation

            	 	
              )

            	 
      
	
              by
      its duly authorised representatives in\

            	 	
              )

            	 
      
	
              accordance
      with applicable laws:

            	 	
              ))

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              /s/ (illegible)

            	 	 
      	 
      
	
              Director
      /Secretary

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Executed
      by Samba Minerals Limited

            	 	
              )

            	 
      
	
              (ACN
      129 327 073) in accordance with

            	 	
              )

            	 
      
	
              section
      127 of the Corporations Act by :

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              (Signature
      of Secretary/other Director)

            	 	 
      	
              (Signature
      of Director)

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              (Name
      of Secretary/other Director in full)

            	 	 
      	
              (Name
      of Director in full)

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Executed by Samba Mineracao
      Ltda by

            	 	
              )

            	 
      
	
              its
      duly authorised representatives in

            	 	
              )

            	 
      
	
              accordance
      with applicable laws:

            	 	
              )

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director/Secretary

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              SIGNED by Lars Pearl in the
      presence

            	 	
              )

            	 
      
	
              of:

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	
              Signature
      of witness

            	 	
              )

            	
              Lars
      Pearl

            
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	
              Name
      of witness - please print

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Address
      of witness Switzerland

            	 	 
      	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              Executed
      by Aurora Gold Corporation

            	 	
              )

            	 
      
	
              by
      its duly authorised representatives in\

            	 	
              )

            	 
      
	
              accordance
      with applicable laws:

            	 	
              ))

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              /s/ Lars Pearl

            	 	 
      	 
      
	
              Director

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director
      /Secretary

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Executed
      by Samba Minerals Limited

            	 	
              )

            	 
      
	
              (ACN
      129 327 073) in accordance with

            	 	
              )

            	 
      
	
              section
      127 of the Corporations Act by :

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              (Signature
      of Secretary/other Director)

            	 	 
      	
              (Signature
      of Director)

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              (Name
      of Secretary/other Director in full)

            	 	 
      	
              (Name
      of Director in full)

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Executed by Samba Mineracao
      Ltda by

            	 	
              )

            	 
      
	
              its
      duly authorised representatives in

            	 	
              )

            	 
      
	
              accordance
      with applicable laws:

            	 	
              )

            	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Director/Secretary

            	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              SIGNED by Lars Pearl in the
      presence

            	 	
              )

            	 
      
	
              of:

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	
              /s/ Rachel Pearl

            	 	
              )

            	
              /s/ Lars Pearl

            
	
              Signature
      of witness

            	 	
              )

            	
              Lars
      Pearl

            
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	
              /s/ Rachel Pearl

            	 	
              )

            	 
      
	
              Name
      of witness - please print

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	 
      	 
      
	
              /s/ Hofnerstrasse 13,
      (illegible)

            	 	 
      	 
      
	
              Address
      of witness Switzerland

            	 	 
      	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      ANNEXURE
A

      


      POWER
OF ATTORNEY

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      POWER
OF ATTORNEY

    

    
      


    

    
      Granted
and made by Lars Pearl
of Baarerstrasse 10, lst
Floor, 6300, Zug, Switzerland (Principal):

    

    
      


    

    
      
        	
                1.

              	
                APPOINTMENT

              


      

    

    
      


    

    
      The
Principal appoints Paul Jurman of 30 Ledgar Road, Balcatta, Western Australia
(Attorney) as the
attorney of the Principal with the powers set out in this
deed.

    

    
      


    

    
      
        	
                2.

              	
                POWERS

              


      

    

    
      


    

    
      The
Attorney is empowered:

    

    
      


    

    
      
        	
              	
                (a)

              	
                to
      negotiate and effect the Transaction stated in Item 1 of the
      Schedule;

              


      

      


      
        	
              	
                (b)

              	
                execute
      under hand or under seal and deliver (which delivery may be conditional or
      unconditional) each document described in Item 2 of the Schedule
      (each an Approved
      Document) in the form and substance as the Attorney may
      determine;

              


      

      


      
        	
              	
                (c)

              	
                to
      complete any blanks in any Approved
Document;

              


      

      


      
        	
              	
                (d)

              	
                to
      make any amendment or addition to any Approved Document as the Attorney
      thinks fit (whether or not involving changes to the parties) and to
      execute any document which effects or evidences any such amendment or
      addition;

              


      

      


      
        	
              	
                (e)

              	
                to
      do any thing (including executing any document) which in the opinion of an
      Attorney is necessary or incidental in connection with, or in any way
      relates to any Approved Document or any transaction contemplated by any
      Approved Document as the Attorney thinks
fit;

              


      

      


      
        	
              	
                (f)

              	
                to
      do any thing which ought to be done by the Principal under any Approved
      Document to which it is a party;
and

              


      

      


      
        	
              	
                (g)

              	
                to
      do any other thing (whether or not of the same kind as the above) which in
      the opinion of an Attorney is necessary, expedient or desirable for giving
      effect to the provisions of this
deed.

              


      

    

    
      


    

    
      
        	
                3.

              	
                USE
      OF NAME

              


      

    

    
      


    

    
      The
Attorney may exercise its powers under this deed in the name of the Principal or
in the name of the Attorney and as the act of the Principal.

    

    
      


    

    
      
        	
                4.

              	
                BENEFIT
      TO ATTORNEY

              


      

    

    
      


    

    
      An
Attorney may exercise its powers under this deed even if, as a result, a benefit
is conferred on an Attorney.

    

    
      


    

    
      
        	
                5.

              	
                RATIFICATION

              


      

    

    
      


    

    
      The
Principal must ratify and confirm whatever an Attorney does in exercise of its
powers under this deed.

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      
        	
                6.

              	
                NO
      WARRANTY

              


      

    

    
      


    

    
      The
exercise by an Attorney of any power under this deed does not
connote:

    

    
      


    

    
      
        	
              	
                (a)

              	
                a
      warranty, express or implied; on the part of the Attorney as to the
      Attorney's authority to exercise the power or as to the validity of this
      deed; or

              


      

      


      
        	
              	
                (b)

              	
                an
      assumption of personal liability by the Attorney in exercising the
      power.

              


      

    

    
      


    

    
      
        	
                7.

              	
                INDEMNITY

              


      

    

    
      


    

    
      The
Principal indemnifies each Attorney against all claims, demands, losses,
damages, costs and expenses however suffered or incurred by an Attorney in
respect of the exercise of any of its powers under this deed.

    

    
      


    

    
      
        	
                8.

              	
                EXPIRY

              


      

    

    
      


    

    
      This
power of attorney expires on 31 December 2012.

    

    
      


      EXECUTED
by the Principal as a deed poll

      


      


    

    
      	
              SIGNED by Lars Pearl in the
      presence

            	 	
              )

            	 
      
	
              of:

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	
              /s/ Rachel Pearl

            	 	
              )

            	
              /s/ Lars Pearl

            
	
              Signature
      of witness

            	 	
              )

            	
              Lars
      Pearl

            
	 
      	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	
              /s/ Rachel Pearl

            	 	
              )

            	 
      
	
              Name
      of witness - please print

            	 	
              )

            	 
      
	 
      	 	
              )

            	 
      
	 
      	 	 
      	 
      
	
              /s/ Hofnerstrasse 13,
      (illegible)

            	 	 
      	 
      
	
              Address
      of witness Switzerland

            	 	 
      	 
      


    

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    


    
      Schedule

    

    
      


    

    
      
        	
                1.

              	
                TRANSACTION

              


      

    

    
      


    

    
      The sale
of 1,400,000 fully paid shares of common stock in the capital of Aurora Gold
Corporation owned by the Principal.

    

    
      


    

    
      
        	
                2.

              	
                APPROVED
      DOCUMENTS

              


      

    

    
      


    

    
      Any sale
agreement, transfer form or other documents which the Attorney considers
necessary or desirable to effect the Transaction.

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              Aurora
      Gold Corporation :

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Calculation
      of interest on Loan from Samba Minerals Ltd.

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              As
      at September 17. 2009

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Samba
      Minerals Limited

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              Number of

            	 	
              Total

            	 	
              Total

            	 	
              Total

            	 	
              Total

            	 	 	 
	
              Date of Loan

            	
              Amount

            	
              No of days

            	 	
              No of days

            	 	
              No of days

            	 	
              No of days

            	 	
              No of days

            	 	
              No of days

            	 	
              No of days

            	 	
              No of days

            	 	
              No of days

            	 	
              No of days

            	 	
              No of days

            	 	
              No of days

            	 	
              Loan days

            	 	
              1st
      Qtr

            	 	
              2nd
      Qtr

            	 	
              3rd
      Qtr

            	 	
              4rd
      Qtr

            	 	 	 
	 
      	
              of
      Loan

            	
              1
      -Jan-09

            	 	
              l-Feb-09

            	 	
              26-Mar-09

            	 	
              1
      -Apr-09

            	 	
              1-May-09

            	 	
              l-Jun-09

            	 	
              l-Jul-09

            	 	
              l-Aug-09

            	 	
              1-Sep-09

            	 	
              l-Oct-09

            	 	
              l-Nov-09

            	 	
              l-Dec-09

            	 	
              to

            	
              Loan

            	
              2008

            	 	
              2008

            	 	
              2008

            	 	
              2008

            	 	
              Total

            	 
	 
      	
              AUD

            	
              31
      -Jan-09

            	 	
              28-Feb-09

            	 	
              31-Mar-09

            	 	
              30-Apr-09

            	 	
              31-May-09

            	 	
              30-Jun-09

            	 	
              31-Jul-09

            	 	
              31-Aug-09

            	 	
              17-Sep-09

            	 	
              31-Oct-09

            	 	
              30-Nov-09

            	 	
              31-Dec-09

            	 	
              30-Sep-09

            	
              daily cost

            	
              AUD$

            	 	
              AUDS

            	 	
              AUDS

            	 	
              AUD$

            	 	
              AUD$

            	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              26-Mar-08

            	$	500,000.00	 	31.00	 	 	28.00	 	 	31.00	 	 	30.00	 	 	31.00	 	 	30.00	 	 	31.00	 	 	31.00	 	 	17.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	260	$	136.9863	 	 	 	 	 	 	 	 	 	 
	
              Interest
      rate

            	 	 	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
              AUD$

            	$	4,246.58	 	$	3,835.62	 	$	4,246.58	 	$	4,109.59	 	$	4,246.58	 	$	4,109.59	 	$	4,246.58	 	$	4,246.58	 	$	2,328.77	 	$	-	 	$	-	 	$	-	 	 	 	 	 	$	12,328.78	 	$	12,465.76	 	$	10,821.93	 	$	-	 	$	35,616.47	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Samba
      Minerals Limited

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              Number
      of

            	 	 	
              Total

            	 	
              Total

            	 	
              Total

            	 	
              Total

            	 	 	 	 
	
              Date
      of Loan

            	
              Amount

            	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              Loan
      days

            	 	 	
              1st
      Qtr

            	 	
              2nd
      Qtr

            	 	
              3rd
      Qtr

            	 	
              4rd
      Qtr

            	 	 	 	 
	 
      	
              of
      Loan

            	
              l-Jan-09

            	 	
              l-Feb-09

            	 	
              26-Mar-09

            	 	
              l-Apr-09

            	 	
              l-May-09

            	 	
              l-Jun-09

            	 	
              l-Jul-09

            	 	
              l-Aug-09

            	 	
              l-Sep-09

            	 	
              l-Oct-09

            	 	
              l-Nov-09

            	 	
              l-Dec-09

            	 	
              to

            	
              Loan

            	2008	 	2008	 	2008	 	2008	 	
              Total

            	 
	 
      	
              AUD$

            	
              31-Jan-09

            	 	
              28-Feb-09

            	 	
              3l-Mar-09

            	 	
              30-Apr-09

            	 	
              31
      -May-09

            	 	
              3()-Jun-09

            	 	
              31
      -Jul-09

            	 	
              31-Aug-09

            	 	
              17-Sep-09

            	 	
              31-Oct-09

            	 	
              30-Nov-09

            	 	
              31-Dec-09

            	 	
              30-Sep-09

            	
              daily
      cost

            	
              AUD$

            	 	
              AUD$

            	 	
              AUD$

            	 	
              AUD$

            	 	
              AUD$

            	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              18-Jul-08
      $

            	 	250,000.00	 	31.00	 	 	28.00	 	 	31.00	 	 	30.00	 	 	31.00	 	 	30.00	 	 	31.00	 	 	31.00	 	 	17.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	260	$	68.4932	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Interest
      rate

            	 	 	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
              AUD$

            	$	2,123.29	 	$	1,917.81	 	$	2,123.29	 	$	2,054.79	 	$	2,123.29	 	$	2,054.79	 	$	2,123.29	 	$	2,123.29	 	$	1,164.38	 	$	-	 	$	-	 	$	-	 	 	 	 	 	$	6,164.39	 	$	6,232.87	 	$	5,410.96	 	$	 	 	$	17,808.22	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Calculation
      of interest on Loans

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              As
      at December 31, 2008

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Samba
      Minerals Limited

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              Number
      of

            	 	 	
              Total

            	 	
              Total

            	 	
              Total

            	 	
              Total

            	 	 	 	 
	
              Date
      of Loan

            	
              Amount

            	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              Loan
      days

            	 	 	
              1st
      Qtr

            	 	
              2nd
      Qtr

            	 	
              3rd
      Qtr

            	 	
              4rd
      Qtr

            	 	 	 	 
	 
      	
              of
      Loan

            	
              l-Jan-08

            	 	
              l-Feb-08

            	 	
              26-Mar-08

            	 	
              l-Apr-08

            	 	
              l-May-08

            	 	
              l-Jun-08

            	 	
              1-Jul-08

            	 	
              l-Aug-08

            	 	
              l-Sep-08

            	 	
              l-Oct-08

            	 	
              l-Nov-08

            	 	
              l-Dec-08

            	 	
              to

            	
              Loan

            	2008	 	2008	 	2008	 	2008	 	
              Total

            	 
	 
      	
              AUD

            	
              31-Jan-08

            	 	
              29-Feb-08

            	 	
              31-Mar-08

            	 	
              30-Apr-08

            	 	
              3l-May-08

            	 	
              30-Jun-08

            	 	
              31-Jul-08

            	 	
              31-Aug-08

            	 	
              30-Sep-08

            	 	
              31-Oct-08

            	 	
              30-Nov-08

            	 	
              31-Dec-08

            	 	
              3
      l-Dec-08

            	
              daily
      cost

            	
              AUD$

            	 	
              AUD$

            	 	
              AUD$

            	 	
              AUD$

            	 	
              AUD$

            	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              26-Mar-08

            	$	500,000.00	 	0.00	 	 	0.00	 	 	6.00	 	 	30.00	 	 	31.00	 	 	30.00	 	 	31.00	 	 	31.00	 	 	30.00	 	 	31.00	 	 	30.00	 	 	31.00,	 	 	281	$	136.9863	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Interest
      rate

            	 	 	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
              AUD$

            	$	-	 	$	-	 	$	821.92	 	$	4,109.59	 	$	4,246.58	 	$	4,109.59	 	$	4,246.58	 	$	4,246.58	 	$	4,109.59	 	$	4,246.58	 	$	4,109.59	 	$	4,246.58	 	 	 	 	 	$	821.92	 	$	12,465.76	 	$	12,602.75	 	$	12,602.75	 	$	38,493.18	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Samba
      Minerals Limited

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              Number
      of

            	 	 	
              Total

            	 	
              Total

            	 	
              Total

            	 	
              Total

            	 	 	 	 
	
              Date
      of Loan

            	
              Amount

            	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              No
      of days

            	 	
              Loan
      days

            	 	 	
              1st
      Qtr

            	 	
              2nd
      Qtr

            	 	
              3rd
      Qtr

            	 	
              4rd
      Qtr

            	 	 	 	 
	 
      	
              of
      Loan

            	
              l-Jan-08

            	 	
              l-Feb-08

            	 	
              26-Mar-08

            	 	
              l-Apr-08

            	 	
              l-May-08

            	 	
              l-Jun-08

            	 	
              l-Jul-08

            	 	
              i-Aug-08

            	 	
              l-Sep-08

            	 	
              1-Oct-08

            	 	
              1
      -Nov-08

            	 	
              1-Dec-08

            	 	
              to

            	
              Loan

            	2008	 	2008	 	2008	 	2008	 	
              Total

            	 
	 
      	
              AUD

            	
              31-Jan-08

            	 	
              29-Feb-08

            	 	
              31-Mar-08

            	 	
              30-Apr-08

            	 	
              31-May-08

            	 	
              30-Jun-08

            	 	
              31-Jul-08

            	 	
              31-Aug-08

            	 	
              30-Sep-08

            	 	
              31-Oct-08

            	 	
              30-Nov-08

            	 	
              31-Dec-08

            	 	
              31-Dec-08

            	
              daily
      cost

            	
              AUD$

            	 	
              AUD$

            	 	
              AUD$

            	 	
              AUD$

            	 	
              AUD$

            	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              18-Jul-08

            	$	250.000.00	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	14.00	 	 	31.00	 	 	30.00	 	 	31.00	 	 	30.00	 	 	31.00	 	 	167	$	68.4932	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Interest
      rate

            	 	 	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	10.00	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
              AUD$

            	$	-	 	$	-	 	$	-	 	$	-	 	$	-	 	$	-	 	$	958.90	 	$	2,123.29	 	$	2,054.79	 	$	2,123.29	 	$	2,054.79	 	$	2,123.29	 	 	 	 	 	$	-	 	$	-	 	$	5,136.98	 	$	6,301.37	 	$	11,438.35	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Samba
      Minerals Limited

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Date
      of Loan

            	
              Amount

            	
              Interest

            	 	
              Principal

            	 	
              USD

            	 	 	 	 	 	 	 	
              Principal

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
              of
      Loan

            	
              payable

            	 	
              plus interest

            	 	
              Forex

            	 	
              Principal

            	 	
              Interest

            	 	
              plus interest

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
              AUD$

            	
              AUD$

            	 	
              AUD$

            	 	
              17-Sep-09

            	 	
              USDS

            	 	
              USDS

            	 	
              USDS

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              26-Mar-08

            	$	500.000.00	$	74,109.65	 	$	574,109.65	 	 	0.86910	 	$	434,550.00	 	$	64.408.70	 	$	498,958.70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              18-Jul-08

            	$	250,000.00	$	29,246.57	 	$	279,246.57	 	 	0.86910	 	$	217,275.00	 	$	25.418.19	 	$	242,693.19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	$	750.000.00	$	103.356.22	 	$	853,356.22	 	 	 	 	$	651,825.00	 	$	89.826.89	 	$	741,651.89