EXHIBIT 10.1







 


 





	 Offering
for:


Aurora Gold Corporation


C/ Coresco AG


Lev el 3 Gotthardstrasse 20


6304 Zug, Switzerland


(The Customer)


         
	
        


Offering from:


Lars Pearl


Hofnerstrasse 13


6314 Unteraegeri


Switzerland


(The Provider)











 





 













  


Version:1.0


Date:1st April 2012


 


 


TABLE OF CONTENTS:


	Section	Topic	Page number
	1	Current Situation	2
	2	Validity of Agreement	2
	3	The Services	2
	3.1	The provision of services	2
	3.2	Variations	2
	3.3	Term of service	2
	3.4	Minimum term	2
	4	Premises	2
	5	Payments	2
	5.1	Pricing	2
	5.2	Invoices and payment	2
	5.3	Payments for variations	2
	5.4	VAT	2
	6	Confidentiality	3
	7	Termination of Agreement	3
	8	Expenses	3
	9	Contractual Contacts	3
	10	Applicable law and place of jurisdiction	3
	 	 	 


 


 


 



    	 



    	 



    

1. CURRENT SITUATION.


The current situation
is that Aurora Gold Corporation (Customer) requires the services of Lars Pearl (Provider) to undertake CEO responsibilities.


 


2. VALADITY OF AGREEMENT.


This contract becomes valid and effective
once signed and stays valid until one of the termination conditions in chapter 7, “Termination of agreement” are met.


 


3. THE SERVICES.


3.1. The provision of services.


The Provider will render the services in
accordance with this Agreement exercising due care, skill and judgment in


an efficient and professional manner and
in accordance with accepted professional and business practices.


 


3.2. Variations to services.


The Customer may at any time request the
Provider alter the services or request the Provider carry out any work of a character similar to the services as the customer considers
reasonably necessary. These requests must be in writing. The Provider will seek to comply with any such request, provided the request
is reasonably issued and is within the power of the Provider.


 


3.3 Term of service.


The Provider will be available from signing
date of this agreement, unless otherwise stated.


 


3.4 Minimum Term


The agreement commences per chapter 3.3
and ends upon agreed terms. The Provider and Customer may not terminate this agreement prior to this date unless Force Majeure
circumstances, not including personal incapacity, prevent rendering of services under this agreement.


 


4. PREMISES.


All work is to be performed at the customers
address in Zug, Switzerland which is within the offices of Coresco AG. Coresco will allow the Provider to occupy an office complete
with desk and any other equipment where appropriate at Coresco premises free of charge. The use of Coresco work places and/or resources
will not result in or create any obligations for the Provider towards Coresco or any third parties. Work at any other locations
has to be mutually agreed prior to undertaking.


 


5. PAYMENTS.


5.1 Pricing.


Monthly rate per professional month shall
be determined at CHF 12,000.00, gross, per calendar month plus VAT if applicable starting from 1st April 2012.


 


5.2 Invoices and Payment.


The Customer will pay the Provider for
rendering services. The Customer will make all payments to the Provider in accordance with the rates set out in chapter 5.1. The
Provider must submit monthly invoices to the Customer and will do so via Coresco AG. The Customer will pay all correctly rendered
invoices within 15days of receipt.


 


5.3 Payments for variations.


If the Customer requests the Provider in
writing to alter or vary the Services, and the Provider has agreed to render those services, the amount payable by the Customer
to the Provider for any variation carried out in accordance with such direction, will be as agreed by the parties.



    	 



    	 



    

5.4 VAT.


VAT will be added to all invoices rendered
at the Swiss VAT prevailing rates at the time of invoice issue if applicable.


 


6. CONFIDENTIALITY.


All information will be kept confidential per a separate confidentiality
agreement.


 


7. TERMINATION OF AGREEMENT.


This agreement may be mutually terminated
without further liabilities. Termination is valid at the end of the calendar month following the month of mutual termination after
both parties have agreed to it in written form. After this the rights and liabilities of both parties are void.


 


Either party may terminate this agreement
with immediate effect, in the event that the other party:


-Commits any act of gross misconduct or
any other breach of its material obligations under this agreement; or


-Becomes or is declared bankrupt or insolvent
or enters into liquidation or is subject to any proceeding relating to its bankruptcy or insolvency, but without prejudice to any
subsisting rights or either party against the other.


 


If the Customer terminates this agreement
then a six month termination period starting at the end of the calendar month in which notice was given must be paid at that time,
and all options and or warrants granted as per the Staff Option Scheme remain with the provider.


 


8. EXPENSES.


Expenses are included for travel to and
for on-site work at Coresco in Zug, Switzerland.


 


For any other location of work other than
Zug Switzerland, whether corporate or non-corporate sites on behalf of the Customer, all actual costs of business class travel
and accommodation are covered by Aurora Gold Corporation.


 


 


9. CONTRACTUAL CONTACTS.


 





	Lars Pearl:	Lars Pearl
	 	13 Hofnerstrasse
	 	6314 Unteraegeri
	 	Switzerland
	 	Mail: larspearl@yahoo.com.au
	 	Mobile:+41 78 879 6966







 





	Aurora Gold Corporation:	Aurora Gold Corporation
	 	C/ Coresco AG
	 	Level 3 Gotthardstrasse 20
	 	6304 Zug, Switzerland







 





10. APPLICABLE LAW AND PLACE OF JURISDICTION.


The here noted general terms and conditions of the agreement
are subject to Swiss Law. Place of jurisdiction is Zug, Switzerland. 





		 		 
	Lars 	 	 	Aurora Gold Corporation 	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	 	 	 
	Signature	 	 	Signature of Authorised  Signatory	 
	LARS PEARL	 	 	ROSS DOYLE	 
	 	 	 	 	 
	Name	 	 	Name	 
	Zug 10th April