AURORA GOLD CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2012 (UNAUDITED)








UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 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 companyx

(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).

 ̈YesxNo







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 August 10, 2012
|------------------------------- | ------------------------------
|Common Stock - $0.001 par value | 114,144,706                   



1 | AURORA GOLD CORPORATION







AURORA GOLD CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 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 | 19
|                                                                                               |   
|ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            | 28
|                                                                                               |   
|ITEM 4 – CONTROLS AND PROCEDURES                                                               | 28
|PART II – OTHER INFORMATION                                                                    | 29
|                                                                                               |   
|ITEM 1 – LEGAL PROCEEDINGS                                                                     | 29
|                                                                                               |   
|ITEM 1A – RISK FACTORS                                                                         | 29
|                                                                                               |   
|ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                           | 29
|                                                                                               |   
|ITEM 3 – DEFAULTS UPON SENIOR SECURITIES                                                       | 29
|                                                                                               |   
|ITEM 4 – MINING SAFETY DISCLOSURES                                                             | 29
|                                                                                               |   
|ITEM 5 – OTHER INFORMATION                                                                     | 29
|                                                                                               |   
|ITEM 6 – EXHIBITS                                                                              | 29
|                                                                                               |   
|SIGNATURES                                                                                     | 32



2 | AURORA GOLD CORPORATION









AURORA GOLD CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 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                                                                          |  | June 30          |             |   | December 31 | 
|                                                                                                     |  | 2012 (Unaudited) |             |   | 2011        | 
|(Expressed in U.S. Dollars)                                                                          |  | $                |             |   | $           | 
|                                                                                                     |  |                  |             |   |             | 
|ASSETS                                                                                               |  |                  |             |   |             | 
|Current assets                                                                                       |  |                  |             |   |             | 
|Cash                                                                                                 |  |                  | 21,914      |   |             | 
|Total current assets                                                                                 |  |                  | 21,914      |   |             | 
|Totalassets (all current)                                                                            |  |                  | 21,914      |   |             | 
|                                                                                                     |  |                  |             |   |             | 
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)                                                    |  |                  |             |   |             | 
|Current liabilities                                                                                  |  |                  |             |   |             | 
|Accounts payable and accrued expenses                                                                |  |                  | 336,509     |   |             | 
|Advances payable                                                                                     |  |                  | -           |   |             | 
|Accounts payable – related party                                                                     |  |                  | 156,571     |   |             | 
|Advances payable – related party                                                                     |  |                  | 32,000      |   |             | 
|Total current liabilities                                                                            |  |                  | 525,080     |   |             | 
|                                                                                                     |  |                  |             |   |             | 
|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     |   |             | 
|Advances for stock subscriptions                                                                     |  |                  | -           |   |             | 
|Additional paid-in capital                                                                           |  |                  | 22,346,349  |   |             | 
|Accumulated deficit during the exploration stage                                                     |  |                  | (22,896,832 | ) |             | 
|Accumulated other comprehensive income (loss)                                                        |  |                  | (66,828     | ) |             | 
|Stockholder’ equity (deficiency)                                                                     |  |                  | (503,166    | ) |             | 
|Total liabilities and stockholders’ equity (deficiency)                                              |  |                  | 21,914      |   |             | 





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 JUNE 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 |  |   | Six Months |   |  | Six Months |            
|Consolidated Statements of Comprehensive                |  | (inception)      |             |   | Ended        |  |             | Ended        |  |   | Ended      |   |  | Ended      |            
|Income (Loss)                                           |  | to June 30       |             |   | June 30      |  |             | June 30      |  |   | June 30    |   |  | June 30    |            
|(Unaudited)                                             |  | 2012             |             |   | 2012         |  |             | 2011         |  |   | 2012       |   |  | 2011       |            
|(Expressed in U.S. Dollars)                             |  | $                |             |   | $            |  |             | $            |  |   | $          |   |  | $          |            
|Operating Expenses                                      |  |                  |             |   |              |  |             |              |  |   |            |   |  |            |            
|General and administrative                              |  |                  | 2,527,506   |   |              |  | 101,919     |              |  |   | 30,417     |   |  |            | 190,592    
|Depreciation and amortization                           |  |                  | 145,126     |   |              |  | -           |              |  |   | 10,362     |   |  |            | -          
|Imputed interest on loan payable – related party        |  |                  | 1,560       |   |              |  | -           |              |  |   | -          |   |  |            | -          
|Interest and bank charges                               |  |                  | 394,846     |   |              |  | 727         |              |  |   | 2,329      |   |  |            | 589        
|Foreign exchange loss (gain)                            |  |                  | (13,756     | ) |              |  | -           |              |  |   | 3,594      |   |  |            | 1,563      
|Professional fees – accounting and legal                |  |                  | 1,840,811   |   |              |  | 24,604      |              |  |   | 128,021    |   |  |            | 32,775     
|Property search and negotiation                         |  |                  | 479,695     |   |              |  | -           |              |  |   | -          |   |  |            | -          
|Salaries, management and consulting fees                |  |                  | 3,617,934   |   |              |  | 27,502      |              |  |   | 195,291    |   |  |            | 146,761    
|Exploration expenses                                    |  |                  | 9,855,291   |   |              |  | 95,670      |              |  |   | 68,698     |   |  |            | 123,952    
|Write-off of equipment                                  |  |                  | 240,338     |   |              |  | -           |              |  |   | -          |   |  |            | -          
|                                                        |  |                  | 19,089,351  |   |              |  | 250,422     |              |  |   | 438,712    |   |  |            | 496,232    
|Other income (loss)                                     |  |                  |             |   |              |  |             |              |  |   |            |   |  |            |            
|Gain (loss) on disposition of subsidiary                |  |                  | (2,541,037  | ) |              |  | -           |              |  |   | (2,512,290 | ) |  |            | -          
|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    | ) |              |  | -           |              |  |   | -          |   |  |            | -          
|Loss on debt extinguishment                             |  |                  | (1,014,465  | ) |              |  | -           |              |  |   | -          |   |  |            | -          
|                                                        |  |                  | (3,807,481  | ) |              |  | -           |              |  |   | (2,512,290 | ) |  |            | -          
|Net Loss                                                |  |                  | (22,896,832 | ) |              |  | (250,422    | )            |  |   | (2,951,002 | ) |  |            | (496,232   
|Other comprehensive income (loss)                       |  |                  |             |   |              |  |             |              |  |   |            |   |  |            |            
|Foreign currency translation adjustments                |  |                  |             |   |              |  | 22,351      |              |  |   | 1,499      |   |  |            | 3,697      
|Comprehensive income (loss)                             |  |                  |             |   |              |  | (228,071    | )            |  |   | (2,949,503 | ) |  |            | (492,535   
|                                                        |  |                  |             |   |              |  |             |              |  |   |            |   |  |            |            
|Net Loss Per Share – Basic and Diluted                  |  |                  |             |   |              |  | *           |              |  | $ | (0.03      | ) |  |            | *          
|Weighted Average Shares Outstanding – Basic and Diluted |  |                  |             |   |              |  | 113,749,732 |              |  |   | 88,855,553 |   |  |            | 112,005,369

* 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 JUNE 30, 2012 (UNAUDITED)












CONSOLIDATED STATEMENTS OF CASH
FLOWS



|AURORA GOLD CORPORATION(An exploration stage enterprise)                                   |  | CumulativeOctober 19, 1995 |             |   | For theSix Months |  |          | For theSix Months | 
|------------------------------------------------------------------------------------------ |  | -------------------------- | ----------- | - | ----------------- |  | -------- | ----------------- | 
|Consolidated Statements of Cash Flows                                                      |  | (inception)                |             |   | Ended             |  |          | Ended             | 
|                                                                                           |  | to June 30                 |             |   | June 30           |  |          | June 30           | 
|(Unaudited)                                                                                |  | 2012                       |             |   | 2012              |  |          | 2011              | 
|(Expressed in
    U.S. Dollars)                                                            |  | $                          |             |   | $                 |  |          | $                 | 
|Cash Flows From Operating Activities                                                       |  |                            |             |   |                   |  |          |                   | 
|Net
    loss for the period                                                                |  |                            | (22,896,832 | ) |                   |  | (496,232 | )                 | 
|Adjustments to
    reconcile net loss to cash used in operating activities                 |  |                            |             |   |                   |  |          |                   | 
|Depreciation and
    amortization                                                          |  |                            | 145,126     |   |                   |  | -        |                   | 
|Stock compensation
    expense on stock option grants                                      |  |                            | 1,624,012   |   |                   |  | 55,660   |                   | 
|Expenses satisfied
    with issuance of common stock                                       |  |                            | 1,202,054   |   |                   |  | -        |                   | 
|Expenses satisfied
    with transfer of marketable securities                              |  |                            | 33,903      |   |                   |  | -        |                   | 
|Imputed interest
    on loan payable - related parties                                     |  |                            | 1,560       |   |                   |  | -        |                   | 
|Write-off of mineral
    property assets                                                   |  |                            | 240,338     |   |                   |  | -        |                   | 
|Adjustment for spin-off
    of Aurora Metals (BVI) Limited                                 |  |                            | 316,498     |   |                   |  | -        |                   | 
|Loss on disposal
    of subsidiary                                                         |  |                            | 2,757,511   |   |                   |  | -        |                   | 
|Realized loss on
    investments                                                           |  |                            | 37,971      |   |                   |  | -        |                   | 
|Gain on sale of rights
    to Matupa agreement (net)                                       |  |                            | (80,237     | ) |                   |  | -        |                   | 
|Realized loss on
    debt extinguishment                                                   |  |                            | 1,014,465   |   |                   |  | -        |                   | 
|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     | ) |                   |  | -        |                   | 
|Increase
    (decrease) in accounts payable and accrued expenses (including related party) |  |                            | 1,233,941   |   |                   |  | 126,890  |                   | 
|Net
    Cash Used in Operating Activities                                                  |  |                            | (14,621,661 | ) |                   |  | (313,682 | )                 | 
|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    | ) |                   |  | -        |                   | 
|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  | ) |                   |  | -        |                   | 
|Cash Flows From
    Financing Activities                                                   |  |                            |             |   |                   |  |          |                   | 
|Proceeds from common
    stock less issuance costs                                         |  |                            | 14,140,912  |   |                   |  | 96,473   |                   | 
|Loan proceeds from
    related party                                                       |  |                            | 289,000     |   |                   |  | -        |                   | 
|Net proceeds from
    (payments on) convertible notes and loans                            |  |                            | 969,252     |   |                   |  | -        |                   | 
|Net proceeds from
    (payments on) advances payable                                       |  |                            | 45,000      |   |                   |  | -        |                   | 
|Net
    proceeds from (payments on) advances payable – related parties                     |  |                            | 92,000      |   |                   |  | -        |                   | 
|Net
    Cash Provided by Financing Activities                                              |  |                            | 15,536,164  |   |                   |  | 96,473   |                   | 
|Effect of Exchange
    Rate Changes on Cash                                                |  |                            | 192,861     |   |                   |  | 1,697    |                   | 
|(Decrease) Increase
    in Cash                                                            |  |                            | 21,914      |   |                   |  | (215,512 | )                 | 
|Cash
    at Beginning of Period                                                            |  |                            | -           |   |                   |  | 237,426  |                   | 
|Cash
    at End of Period                                                                  |  |                            | 21,914      |   |                   |  | 21,914   |                   | 



|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 JUNE 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 June 30, 2012
    (Expressed in U.S. Dollars)                                               |  | Shares #     |            |   | Amount $           |  |        | capital $          |  |  | Subscriptions
    $                      |   |  | Stage $                         |          |   | income (loss)
    $        | 
|Balance, October 10, 1995                                                                                                   |  |              | -          |   |                    |  | -      |                    |  |  | -                                        |   |  |                                 | -        |   |                            | 
|Issuance of common stock for settlement of indebtedness                                                                     |  |              | 11,461,153 |   |                    |  | 11,461 |                    |  |  | -                                        |   |  |                                 | -        |   |                            | 
|Net (loss) for the period                                                                                                   |  |              |            |   |                    |  |        |                    |  |  | -                                        |   |  |                                 | -        |   |                            | 
|Balance December 31, 1995                                                                                                   |  |              | 11,461,153 |   |                    |  | 11,461 |                    |  |  | -                                        |   |  |                                 | -        |   |                            | 
|Adjustment for reverse stock split                                                                                          |  |              | (7,640,766 | ) |                    |  | (7,641 | )                  |  |  | -                                        |   |  |                                 | -        |   |                            | 
|Issuance of common stock for - cash at $0.001 per share                                                                     |  |              | 5,800,000  |   |                    |  | 5,800  |                    |  |  | 341,761                                  |   |  |                                 | -        |   |                            | 
|- resource property                                                                                                         |  |              | 300,000    |   |                    |  | 300    |                    |  |  | 2,700                                    |   |  |                                 | -        |   |                            | 
|Net (loss) for the period                                                                                                   |  |              |            |   |                    |  |        |                    |  |  |                                          |   |  |                                 |          |   |                            | 
|Balance December 31, 1996                                                                                                   |  |              | 9,920,387  |   |                    |  | 9,920  |                    |  |  | 344,461                                  |   |  |                                 |          |   |                            | 
|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                                  |   |  |                                 | -        |   |                            | 
|Net (loss) for the period                                                                                                   |  |              |            |   |                    |  |        |                    |  |  |                                          |   |  |                                 | -        |   |                            | 
|Balance December 31, 1997                                                                                                   |  |              | 10,670,387 |   |                    |  | 10,670 |                    |  |  | 1,088,869                                |   |  |                                 | -        |   |                            | 
|Issuance of common stock for:                                                                                               |  |              |            |   |                    |  |        |                    |  |  |                                          |   |  |                                 |          |   |                            | 
|- settlement of indebtedness                                                                                                |  |              | 96,105     |   |                    |  | 96     |                    |  |  | 68,601                                   |   |  |                                 | -        |   |                            | 
|- cash in May 1998 at $1.25 per share                                                                                       |  |              | 200,000    |   |                    |  | 200    |                    |  |  | 249,800                                  |   |  |                                 | -        |   |                            | 
|- cash in November 1998 at $0.75 per share                                                                                  |  |              | 71,667     |   |                    |  | 72     |                    |  |  | 53,678                                   |   |  |                                 | -        |   |                            | 
|- cash in December 1998 at $0.75 per share                                                                                  |  |              | 143,333    |   |                    |  | 143    |                    |  |  | 107,357                                  |   |  |                                 | -        |   |                            | 
|Grant of options to employees and directors                                                                                 |  |              |            |   |                    |  |        |                    |  |  | 518,900                                  |   |  |                                 | -        |   |                            | 
|Grant of options to consultants                                                                                             |  |              |            |   |                    |  |        |                    |  |  | 172,100                                  |   |  |                                 | -        |   |                            | 
|Net (loss) for the period                                                                                                   |  |              |            |   |                    |  |        |                    |  |  |                                          |   |  |                                 | -        |   |                            | 
|Balance December 31, 1998                                                                                                   |  |              | 11,181,492 |   |                    |  | 11,181 |                    |  |  | 2,259,304                                |   |  |                                 | -        |   |                            | 
|Issuance of common stock for:                                                                                               |  |              |            |   |                    |  |        |                    |  |  |                                          |   |  |                                 |          |   |                            | 
|- settlement of indebtedness                                                                                                |  |              | 231,286    |   |                    |  | 231    |                    |  |  | 160,151                                  |   |  |                                 | -        |   |                            | 
|- cash in March 1999 at $0.656 per share                                                                                    |  |              | 22,871     |   |                    |  | 23     |                    |  |  | 14,977                                   |   |  |                                 | -        |   |                            | 
|- finder's fee in February 1999 at $0.81 per share                                                                          |  |              | 25,000     |   |                    |  | 25     |                    |  |  | 20,287                                   |   |  |                                 | -        |   |                            | 
|Grant of options to consultants                                                                                             |  |              |            |   |                    |  |        |                    |  |  | 29,500                                   |   |  |                                 | -        |   |                            | 
|Cash advanced on stock subscriptions                                                                                        |  |              |            |   |                    |  |        |                    |  |  |                                          |   |  |                                 | 425,000  |   |                            | 
|Net (loss) for the period                                                                                                   |  |              |            |   |                    |  |        |                    |  |  |                                          |   |  |                                 | -        |   |                            | 
|Balance December 31, 1999                                                                                                   |  |              | 11,460,649 |   |                    |  | 11,461 |                    |  |  | 2,484,219                                |   |  |                                 | 425,000  |   |                            | 
|Issuance of common stock for:                                                                                               |  |              |            |   |                    |  |        |                    |  |  |                                          |   |  |                                 |          |   |                            | 
|- settlement of indebtedness                                                                                                |  |              | 199,000    |   |                    |  | 199    |                    |  |  | 99,301                                   |   |  |                                 | -        |   |                            | 
|- 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                                  | ) |  |                                 | -        |   |                            | 
|Exercise of options in June 2000                                                                                            |  |              | 405,000    |   |                    |  | 405    |                    |  |  | 3,645                                    |   |  |                                 | -        |   |                            | 
|Spin-off of Aurora Metals (BVI) Limited                                                                                     |  |              |            |   |                    |  |        |                    |  |  | 316,498                                  |   |  |                                 | -        |   |                            | 
|Net (loss) for the period                                                                                                   |  |              |            |   |                    |  |        |                    |  |  |                                          |   |  |                                 | -        |   |                            | 
|Balance December 31, 2000                                                                                                   |  |              | 12,873,943 |   |                    |  | 12,874 |                    |  |  | 3,271,163                                |   |  |                                 | -        |   |                            | 
|- Net income for the period                                                                                                 |  |              |            |   |                    |  |        |                    |  |  |                                          |   |  |                                 | -        |   |                            | 



6 | AURORA GOLD CORPORATION









AURORA GOLD CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 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 June 30, 2012
    (Expressed in U.S. Dollars)                                               |  | Shares #     |            |  | Amount $           |  |        | capital $          |  |  | Subscriptions
    $                      |  |  | Stage $                         |   |  | income (loss)
    $        | 
|- Unrealized holding losses on available-for-sale securities                                                                |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|Balance December 31, 2001                                                                                                   |  |              | 12,873,943 |  |                    |  | 12,874 |                    |  |  | 3,271,163                                |  |  |                                 | - |  |                            | 
|Issuance of common stock for:                                                                                               |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 |   |  |                            | 
|- settlement of indebtedness                                                                                                |  |              | 3,708,038  |  |                    |  | 3,708  |                    |  |  | 351,492                                  |  |  |                                 | - |  |                            | 
|- Net loss for the period                                                                                                   |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|- Unrealized holding losses on available-for-sale securities                                                                |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|Balance, December 31, 2002                                                                                                  |  |              | 16,581,981 |  |                    |  | 16,582 |                    |  |  | 3,622,655                                |  |  |                                 | - |  |                            | 
|Issuance of common stock for:                                                                                               |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 |   |  |                            | 
|- settlement of indebtedness                                                                                                |  |              | 2,752,450  |  |                    |  | 2,752  |                    |  |  | 114,806                                  |  |  |                                 | - |  |                            | 
|- cash in  December 2003 at $0.25 per share                                                                                 |  |              | 100,000    |  |                    |  | 100    |                    |  |  | 24,900                                   |  |  |                                 | - |  |                            | 
|- Net loss for the period                                                                                                   |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|- Unrealized holding losses on available-for-sale securities                                                                |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|Balance, December 31, 2003                                                                                                  |  |              | 19,434,431 |  |                    |  | 19,434 |                    |  |  | 3,762,361                                |  |  |                                 | - |  |                            | 
|Issuance of common stock for:                                                                                               |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 |   |  |                            | 
|- cash in January 2004 at $0.25 per share, less issuance costs                                                              |  |              | 100,000    |  |                    |  | 100    |                    |  |  | 22,400                                   |  |  |                                 | - |  |                            | 
|Imputed interest                                                                                                            |  |              |            |  |                    |  |        |                    |  |  | 1,560                                    |  |  |                                 | - |  |                            | 
|- Net loss for the period                                                                                                   |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|- Unrealized holding losses on available-for-sale securities                                                                |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|Balance, December 31, 2004                                                                                                  |  |              | 19,534,431 |  |                    |  | 19,534 |                    |  |  | 3,786,321                                |  |  |                                 | - |  |                            | 
|Issuance of common stock for:                                                                                               |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 |   |  |                            | 
|- cash in July 2005 at $0.05 per share                                                                                      |  |              | 13,000,000 |  |                    |  | 13,000 |                    |  |  | 637,000                                  |  |  |                                 | - |  |                            | 
|- settlement of indebtedness                                                                                                |  |              | 3,684,091  |  |                    |  | 3,684  |                    |  |  | 158,816                                  |  |  |                                 | - |  |                            | 
|- Net (loss) for the period                                                                                                 |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|- Unrealized holding losses on available-for-sale securities                                                                |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|Balance, December 31, 2005                                                                                                  |  |              | 36,218,522 |  |                    |  | 36,218 |                    |  |  | 4,582,137                                |  |  |                                 | - |  |                            | 
|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                                |  |  |                                 | - |  |                            | 
|- non cash finder's fee in December 200 at $0.70 per share                                                                  |  |              | 250,000    |  |                    |  | 250    |                    |  |  | 174,750                                  |  |  |                                 | - |  |                            | 
|- cash in December 2006 at $0.50 per share                                                                                  |  |              | 1,000,000  |  |                    |  | 1,000  |                    |  |  | 499,000                                  |  |  |                                 | - |  |                            | 
|- Net (loss) for the period                                                                                                 |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|- Foreign currency translation adjustments                                                                                  |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|- Reclassification adjustment for losses on available-for-sale securities
    included in net loss                          |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|Balance, December 31, 2006                                                                                                  |  |              | 45,468,522 |  |                    |  | 45,468 |                    |  |  | 9,137,887                                |  |  |                                 | - |  |                            | 
|Issuance of common stock for:                                                                                               |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 |   |  |                            | 
|- cash in March 2007 at $0.50 per share                                                                                     |  |              | 500,000    |  |                    |  | 500    |                    |  |  | 249,500                                  |  |  |                                 | - |  |                            | 
|- cash in July 2007 at $0.25 per share                                                                                      |  |              | 5,000,000  |  |                    |  | 5,000  |                    |  |  | 1,245,000                                |  |  |                                 | - |  |                            | 
|- settlement of indebtedness in August 2007 at $0.20 per share                                                              |  |              | 250,000    |  |                    |  | 250    |                    |  |  | 49,750                                   |  |  |                                 | - |  |                            | 
|- cash in September 2007 at $0.20 per share                                                                                 |  |              | 4,000,000  |  |                    |  | 4,000  |                    |  |  | 796,000                                  |  |  |                                 | - |  |                            | 
|Stock option compensation expense                                                                                           |  |              |            |  |                    |  |        |                    |  |  | 454,295                                  |  |  |                                 | - |  |                            | 
|- Net (loss) for the period                                                                                                 |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|- Foreign currency translation adjustments                                                                                  |  |              |            |  |                    |  |        |                    |  |  |                                          |  |  |                                 | - |  |                            | 
|Balance, December 31, 2007                                                                                                  |  |              | 55,218,522 |  |                    |  | 55,218 |                    |  |  | 11,932,432                               |  |  |                                 | - |  |                            | 



7 | AURORA GOLD CORPORATION









AURORA GOLD CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 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 June 30, 2012
    (Expressed in U.S. Dollars)                                                           |  | Shares #     |            |  | Amount $           |  |        | capital $          |  |  | Subscriptions
    $                      |   |  | Stage $                         |   |  | income (loss)
    $        | 
|- Issuance of common stock for - non cash finder's fee
    in July 2008 at $0.10 per share                                              |  |              | 250,000    |  |                    |  | 250    |                    |  |  | 24,750                                   |   |  |                                 | - |  |                            | 
|- settlement of indebtedness in December2008 at $0.06 per share                                                                         |  |              | 2,603,333  |  |                    |  | 2,603  |                    |  |  | 153,597                                  |   |  |                                 | - |  |                            | 
|- Net (loss) for the period                                                                                                             |  |              |            |  |                    |  |        |                    |  |  |                                          |   |  |                                 | - |  |                            | 
|- Foreign currency translation adjustments                                                                                              |  |              |            |  |                    |  |        |                    |  |  |                                          |   |  |                                 | - |  |                            | 
|Balance, December 31, 2008                                                                                                              |  |              | 58,071,855 |  |                    |  | 58,071 |                    |  |  | 12,110,779                               |   |  |                                 | - |  |                            | 
|- Issuance of common stock for - settlement of indebtedness in September 2009
    at $0.15 per share                                    |  |              | 5,000,000  |  |                    |  | 5,000  |                    |  |  | 1,748,616                                |   |  |                                 | - |  |                            | 
|- cash in September 2009 at $0.10 per share less finder's fee                                                                           |  |              | 3,000,000  |  |                    |  | 3,000  |                    |  |  | 255,000                                  |   |  |                                 | - |  |                            | 
|- non cash finder's fee September 2009 at $0.10 per share                                                                               |  |              | 420,000    |  |                    |  | 420    |                    |  |  | 41,580                                   |   |  |                                 | - |  |                            | 
|- settlement of indebtedness in November 2009 at $0.18 per share                                                                        |  |              | 100,000    |  |                    |  | 100    |                    |  |  | 17,899                                   |   |  |                                 | - |  |                            | 
|- settlement of indebtedness in November 2009 at $0.24 per share                                                                        |  |              | 150,000    |  |                    |  | 150    |                    |  |  | 35,611                                   |   |  |                                 | - |  |                            | 
|- cash in December 2009 at $0.30 per share                                                                                              |  |              | 1,666,667  |  |                    |  | 1,667  |                    |  |  | 498,333                                  |   |  |                                 | - |  |                            | 
|- Net (loss) for the period                                                                                                             |  |              |            |  |                    |  |        |                    |  |  |                                          |   |  |                                 | - |  |                            | 
|- Foreign currency translation adjustments                                                                                              |  |              |            |  |                    |  |        |                    |  |  |                                          |   |  |                                 | - |  |                            | 
|Balance, December 31, 2009                                                                                                              |  |              | 68,408,522 |  |                    |  | 68,408 |                    |  |  | 14,707,818                               |   |  |                                 | - |  |                            | 
|- 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                                |   |  |                                 | - |  |                            | 
|- non cash property acquisition in June 2010 at $0.40
    per share                                                                     |  |              | 5,000,000  |  |                    |  | 5,000  |                    |  |  | 1,995,000                                |   |  |                                 | - |  |                            | 
|- settlement of indebtedness in September 2010 at $0.30 per share                                                                       |  |              | 160,500    |  |                    |  | 161    |                    |  |  | 47,989                                   |   |  |                                 | - |  |                            | 
|- settlement of indebtedness in September 2010 at $0.30 per share                                                                       |  |              | 325,400    |  |                    |  | 325    |                    |  |  | 97,295                                   |   |  |                                 | - |  |                            | 
|- payment of expenses in September 2010 at $0.30 per share                                                                              |  |              | 200,000    |  |                    |  | 200    |                    |  |  | 59,800                                   |   |  |                                 | - |  |                            | 
|- 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                                  |   |  |                                 | - |  |                            | 
|- Net (loss) for the period                                                                                                             |  |              |            |  |                    |  |        |                    |  |  |                                          |   |  |                                 | - |  |                            | 
|- Foreign currency translation adjustments                                                                                              |  |              |            |  |                    |  |        |                    |  |  |                                          |   |  |                                 | - |  |                            | 
|Balance, December 31, 2010                                                                                                              |  |              | 88,703,868 |  |                    |  | 88,704 |                    |  |  | 20,938,292                               |   |  |                                 | - |  |                            | 
|-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                                  |   |  |                                 | - |  |                            | 
|-Issuance of common stock for settlement of indebtedness in September
    2011 at $0.16 per share                                       |  |              | 150,000    |  |                    |  | 150    |                    |  |  | 24,350                                   |   |  |                                 | - |  |                            | 
|-Issuance of common stock for settlement of indebtedness in December
    2011 at $0.02 per share                                        |  |              | 10,937,721 |  |                    |  | 10,938 |                    |  |  | 207,816                                  |   |  |                                 |   |  |                            | 



8 | AURORA GOLD CORPORATION









AURORA GOLD CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 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 June 30, 2012
    (Expressed in U.S. Dollars)                                               |  | Shares #     |             |  | Amount $           |  |         | capital $          |  |  | Subscriptions
    $                      |  |  | Stage $                         |         |   | income (loss)
    $        | 
|-Issuance of common stock for cash in December 2011
    at $0.04 per share                                                  |  |              | 8,000,000   |  |                    |  | 8,000   |                    |  |  | 312,000                                  |  |  |                                 |         |   |                            | 
|-Issuance of common stock for cash in December 2011 at $0.04 per
    share - oversubscribed                                 |  |              |             |  |                    |  |         |                    |  |  |                                          |  |  |                                 | 20,000  |   |                            | 
|-Stock option compensation expense                                                                                          |  |              |             |  |                    |  |         |                    |  |  | 393,557                                  |  |  |                                 |         |   |                            | 
|- Net (loss) for the period                                                                                                 |  |              |             |  |                    |  |         |                    |  |  |                                          |  |  |                                 | -       |   |                            | 
|- Foreign currency translation adjustments                                                                                  |  |              |             |  |                    |  |         |                    |  |  |                                          |  |  |                                 | -       |   |                            | 
|Balance, December 31, 2011                                                                                                  |  |              | 109,912,589 |  |                    |  | 109,913 |                    |  |  | 22,040,994                               |  |  |                                 | 20,000  |   |                            | 
|Issuance of common stock for settlement of indebtedness in March
    2012 at $0.06 per share                                |  |              | 1,990,900   |  |                    |  | 1,991   |                    |  |  | 117,463                                  |  |  |                                 |         |   |                            | 
|Issuance of common stock for cash in March 2012 at $0.06 per share
    – shares not issued until April 2012                 |  |              |             |  |                    |  |         |                    |  |  |                                          |  |  |                                 | 17,513  |   |                            | 
|Issuance of common stock for cash in April 2012 at $0.06 per share                                                          |  |              | 1,316,000   |  |                    |  | 1,316   |                    |  |  | 77,644                                   |  |  |                                 |         |   |                            | 
|Issuance of common stock for settlement of indebtedness in April
    2012 at $0.06 per share                                |  |              | 300,000     |  |                    |  | 300     |                    |  |  | 17,700                                   |  |  |                                 |         |   |                            | 
|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                                   |  |  |                                 |         |   |                            | 
|- Net (loss) for the period                                                                                                 |  |              |             |  |                    |  |         |                    |  |  |                                          |  |  |                                 |         |   |                            | 
|- Foreign currency translation adjustments                                                                                  |  |              |             |  |                    |  |         |                    |  |  |                                          |  |  |                                 |         |   |                            | 
|Balance, June 30, 2012                                                                                                      |  |              | 114,144,706 |  |                    |  | 114,145 |                    |  |  | 22,346,349                               |  |  |                                 | -       |   |                            | 



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 JUNE 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 June 30, 2012, operating activities used cash of $313,682 (June 30, 2011: $833,983). 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 JUNE 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 $21,914 and $38,913 at June 30, 2012 and June 30, 2011.Amounts paid for income taxes during the periods ended June 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 June 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 JUNE 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
June 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 June 30, 2012 and 2011 the Brazilian Real exchange rate to the USD was
$0.48060 to 1 Real (June 30, 2011: USD $0.63760 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 June 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 JUNE 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 six months
ended June 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 June 30, 2012 were
10,650,000 (2011:1,700,000). Warrants outstanding as at June 30, 2012 were 8,000,000 (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 JUNE 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 JUNE 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 JUNE 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 June 30, 2011. Therefore, the Company recognized a loss on the sale of its subsidiary
of $2,512,290 for the three and six months ended June 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 JUNE 30, 2012 (UNAUDITED)



|Buildings and equipment                    |  | $ | 753,605   | 
|------------------------------------------ |  | - | --------- | 
|Participating interest in mineral property |  |   | 1,758,685 | 
|                                           |  | $ | 2,512,290 | 



| | 4. | Advances Payable
| | -- | ----------------



During March 2012, the Company entered
into debt settlement agreements for $105,000 of advances received from a director of the Company and a company during fiscal 2011.
As at June 30, 2012 advances payable were $32,000.



| | 5. | Common Stock
| | -- | ------------



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.



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.





17 | AURORA GOLD CORPORATION







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



| | 5. | Common Stock (continued)
| | -- | ------------------------



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 June 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                               | 
|Forfeited during March 31, 2012                  |  |                    | (200,000   | ) |                                    |  | 0.260 |                                            |  |  | -                                  | 
|Granted during March 31, 2012                    |  |                    | 1,600,000  |   |                                    |  | 0.050 |                                            |  |  | -                                  | 
|Outstanding and exercisable at March, 31, 2012   |  |                    | 10,450,000 |   |                                    |  | 0.090 |                                            |  |  | 4.21                               | 
|Granted during June 30, 2012                     |  |                    | 200,000    |   |                                    |  | 0.065 |                                            |  |  | -                                  | 
|Outstanding and exercisable at June, 30, 2012    |  |                    | 10,650,000 |   |                                    |  | 0.097 |                                            |  |  | 3.97                               | 



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 June 30, 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.



18 | AURORA GOLD CORPORATION







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



| | 6. | Stock Options (continued)
| | -- | -------------------------



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. As of June 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.



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.



| | 7. | Related Party Transactions
| | -- | --------------------------



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



| | a) | During
                                                               the six month period ended June 30, 2012 consulting fees of $202,023
                                                               (June 30, 2011: $71,706) 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 June 30, 2012 and December 31, 2011 were $156,571 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
| | -- | -----------------



There were no
subsequent events at the date of filing.



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





19 | AURORA GOLD CORPORATION







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





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 six-month period ended June 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 six month periods ended June 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.







20 | AURORA GOLD CORPORATION







|AURORA GOLD CORPORATION                                        
|---------------------------------------------------------------
|CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)  
|QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 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) 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.





21 | AURORA GOLD CORPORATION







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



Results of Operations



Three and six months ended June 30,
2012 versus three and six months ended June 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
$(496,232) for the six months ended June 30, 2012 (June 30, 2011: net loss $3,335,703) and $245,810 for the three months ended
March 31, 2012 (March 31, 2011: net loss $384,701) or $(0.00) (June 30, 2011: $(0.04)) and $(0.00) [March 31, 2011: $(0.00)] 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 $190,592 for the six
months ended June 30, 2012 (June 30, 2011: $85,155) and $88,673 for the three months ended March 31, 2012 (March 31, 2011: $54,738).
The slight increase in quarter on quarter costs reflects the increased activities to actively manage the Company properties. Included
in expenses are professional accounting and legal fees of $32,775 for the six months ended June 30, 2012 (June 30, 2011: $163,979)
and $8,171 for the three months ended March 31, 2011 (March 31, 2011: $35,958).



Exploration expenditures –
Exploration expenses are charged to operations as they are incurred. The Company recorded exploration expenses of $123,952 for
the six months ended June 30, 2012 (June 30, 2011: $238,249) and $28,282 for the three months ended March 31, 2012 (March 31, 2011:
$169,551) the majority relating to Brazilian properties during the current quarter and Colorado and Brazil mine in prior quarter.



Depreciation expense– Depreciation
expenses charged to operations were nil for both periods (June 30, 2011: $15,463 and March 31, 2011: $5,101).



Liquidity and Capital Resources



June 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.



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.



At June 30, 2012 the Company had cash of
$21,914 (December 31, 2011: $237,426) and a working capital deficiency of $(503,166) and $(300,218) as at December 31, 2011. Total
liabilities as of June 30, 2012 were $525,080 (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.





22 | AURORA GOLD CORPORATION







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



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



Six months ended June 30, 2012 versus
six months ended June 30, 2011:



Operating activities: The Company
used cash of $313,682 (June 30, 2011: $833,983). Changes in prepaid expenses and other assets resulted were nil during the period
(June 30, 2011: decrease of $11,066) and changes in accounts payable and accrued expenses (including related party) resulted in
an increase in cash of $126,890 (June 30, 2011: decrease in cash of $14,967).



Investing Activities:There were
no investing activities during the period (June 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 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.



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,







23 | AURORA GOLD CORPORATION







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



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.



Share Capital



At June 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 June 30, 2012 (June 30, 2011: 89,153,868;
December 31, 2011: 109,912,589).
| | - | --------------------------------------------------------------------------------------------------------------------------------------

| | - | 10,650,000 (June 30 2011: 1,700,000; 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 $0.26 per share, with
expiry dates ranging from August 6, 2012 to April 9, 2017. If the holders were to acquire all 10,650,000 (December 31, 2011: 9,050,000)
shares issuable upon the exercise of all incentive stock options outstanding, the Company would receive an additional $1,039,500
(December 31, 2011: $1,206,500).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Warrants outstanding as at June 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 June 30, 2012 (June 30, 2011: nil)
and the subsequent period to August 10, 2012.





24 | AURORA GOLD CORPORATION







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



Off-balance Sheet Arrangements and
Contractual Obligations



The Company does not have any off-balance
sheet arrangements or contractual obligations as at June 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 June 30, 2012 and June 30, 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.



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 six
month period ended June 30, 2012 consulting fees of $202,023 (June 30, 2011: $71,706) 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 June 30, 2012 and December 31, 2011 were $156,571 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.





25 | AURORA GOLD CORPORATION







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



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.



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.





26 | AURORA GOLD CORPORATION







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



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.



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.



27 | AURORA GOLD CORPORATION







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



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 June 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 June 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 June 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.



28 | AURORA GOLD CORPORATION







|AURORA GOLD CORPORATION                                        
|---------------------------------------------------------------
|CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)  
|QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 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 



29 | AURORA GOLD CORPORATION







|AURORA GOLD CORPORATION                                        
|---------------------------------------------------------------
|CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)  
|QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 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 



30 | AURORA GOLD CORPORATION







|AURORA GOLD CORPORATION                                        
|---------------------------------------------------------------
|CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)  
|QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 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 June 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).                                                                                                                    |  | Included
|*       |  | In accordance with Rule 406T of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |  |         












* Filed Herewith



31 | AURORA GOLD CORPORATION







|AURORA GOLD CORPORATION                                        
|---------------------------------------------------------------
|CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)  
|QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 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

Dated:	August 10, 2012



/s/ Ross Doyle

Name: Ross Doyle

Title: CFO

Principal Financial Officer

Dated:	August 10, 2012



/s/ Agustin Gomez de Segura

Name: Agustin Gomez de Segura

Title: Director

Dated:	August 10, 2012



32 | AURORA GOLD CORPORATION