UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the Fiscal Year Ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED): For the transition period from  to .
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 Date
of event requiring this shell company report
 For the transition period from  to
 Commission File Number: 0-30816
 AURORA
PLATINUM EXPLORATION, INC.
 (formerly Aurora Metals (BVI) Limited)
  British Columbia, Canada
  Suite 2600, Three Bentall Centre, 595 Burrard Street, P.O. Box 49314,
Vancouver, B.C., Canada V7X 1L3
          o þ
  o þ
  þ o
  o o þ
  þ o
  o þ
  o þ




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AURORA PLATINUM EXPLORATION INC.
Table of Contents
 GENERAL INFORMATION
3FORWARD LOOKING STATEMENTS
3Item 1 Identity of Directors, Senior Management and Advisors
4Item 2 Offer Statistics and Expected Timetable
4Item 3 Key Information
4Item 4 Information on the Company
9Item 4a Unresolved Staff Comments
16Item 5 Operating and Financial Review and Prospects
16Item 6 Directors, Senior Management and Employees
20Item 7 Major Shareholders and Related Party Transactions
26Item 8 Financial statements
27Item 9 The Offer and Listing
27Item 10 Additional Information
29Item 11 Quantitative and Qualitative Disclosures About Market Risk
33Item 12 Description of Securities Other than Equity Securities
34PART II
34Item 13 Defaults, Dividend Arrearages and Delinquencies
34Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds
34Item 15 Controls and Procedures
34Item 16 (Reserved)
36Item 16a Audit Committee Financial Expert
36Item 16b Code of Ethics
37Item 16c Principal Accountant Fees and Services
37Item 16d Exemptions from the Listing Standards for Audit Committees
37Item 16e Purchases of Equity Securities by the Issuer and Affiliated Purchasers
37PART III
38Item 17 Financial Statements
38Item 18 Financial StatementsItem 19 ExhibitsSignaturesAppendix A to Part 1, Item 4Glossary of Geological terms
  2




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PART I
 
 General Information
   Business
Corporations Act
 
 Forward-looking Statements
   3




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Item 1. Identity of Directors, Senior Management and Advisors
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 A. Selected financial data
 
    4




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FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA
(expressed in U.S. dollars unless otherwise indicated)
 Period Type
    
    12 Months
    
    
    12 Months
    
    
    12 Months
    
    
    12 Months
    
    
    12 MonthsFiscal Year End
    
    Dec 31, 2007
    
    
    Dec 31, 2006
    
    
    Dec 31, 2005
    
    
    Dec 31, 2004
    
    
    Dec 31, 2003Current Assets
    
    $
    24,049
    
    
    $
    28,394
    
    
    $
    11,813
    
    
    $
    32,801
    
    
    $
    737Total Assets
    
    
    24,049
    
    
    
    28,394
    
    
    
    11,813
    
    
    
    32,801
    
    
    
    737Current Liabilities
    
    
    160,637
    
    
    
    112,282
    
    
    
    175,058
    
    
    
    80,777
    
    
    
    33,850Common Stock
    
    
    199,815
    
    
    
    199,815
    
    
    
    180,815
    
    
    
    175,481
    
    
    
    164,631Other Equity
    
    
    (336,403
    )
    
    
    (283,703
    )
    
    
    (344,060
    )
    
    
    (222,757
    )
    
    
    (197,744
    )Total Liability and
Equity
    
    
    24,049
    
    
    
    28,394
    
    
    
    11,813
    
    
    
    32,801
    
    
    
    737Other Expenses
    
    
    123,728
    
    
    
    143,736
    
    
    
    252,729
    
    
    
    176,913
    
    
    
    288,706Income (Loss) Pre-tax
    
    
    (65,157
    )
    
    
    (119,936
    )
    
    
    (239,229
    )
    
    
    (176,913
    )
    
    
    (288,706
    )Net Income (Loss)
    
    
    (65,157
    )
    
    
    (119,936
    )
    
    
    (239,229
    )
    
    
    (176,913
    )
    
    
    (288,706
    )EPS Basic
    
    
    (0.00
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.02
    )EPS Diluted
    
    
    (0.00
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.02
    )Common Shares Issued
and Outstanding
    
    
    19,981,476
    
    
    
    19,981,476
    
    
    
    18,081,476
    
    
    
    17,548,076
    
    
    
    16,463,076
 B. Capitalization and indebtedness
  C. Reasons for the offer and use of proceeds
  D. Risk factors
 We are an exploration stage company and have incurred substantial losses since inception.


5



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Because we do not have any revenues, we expect to incur operating losses for the foreseeable
future.
   None of the properties in which we have an interest or the right to earn an interest have any known
reserves.
   Regulation of Mining Activity
   We are subject to all the risks inherent to mineral exploration, which may have an adverse affect
on our business operations.
  6




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
    
    interruptions caused by adverse weather conditions;
    
    unforeseen limited sources of supplies resulting in shortages of materials,
equipment and availability of experienced manpower.
  It is possible that our title for the properties in which we have an interest will be challenged by
third parties.
  Our failure to compete with our competitors in mineral exploration for financing, acquiring mining
claims, and for qualified managerial and technical employees will cause our business operations to
slow down or be suspended.
   Compliance with environmental regulations applicable to our operations may adversely affect our
capital liquidity.
 7




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Foreign Countries and Regulatory Requirements
    Our directors may face conflicts of interest in connection with our participation in certain
ventures because they are directors of other mineral mineralized material companies.
  8




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The value and transferability of our shares may be adversely impacted by the limited trading market
for our shares.
   
 Item 4. Information on the Company
 A. History and development of the company
    Item 4. Information on the Company  Section B. Business
Overview.
 Business Corporations Act
 9




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Business
Corporations Act
  B. Business overview
  10




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Acquisition
   Mountain View Lease Agreement
  Basal Zone Lease Agreement
  Aurora-Trend Stillwater Joint Venture Agreement
  11




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nd
  Location and Access
    12




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Stillwater Complex  Geology
  (i)
    
    the Basal Series, forming the base of the Complex which hosts nickel-copper-cobalt sulfide
mineralization that also contains gold, silver, and PGMs;
 (ii)
    
    the Ultramafic Series, overlying the Basal Series, which hosts eleven chromitite seams/veins,
labeled as A through K. The A and B Chromitites are the lowermost seams and contain
potentially economic concentrations of PGMs. There is a geological similarity between these
two seams and the UG2 Chromitite seam, the principal source of resources and production of PGM
in the Bushveld Complex, South Africa; and
 (iii)
    
    the Banded Series, overlying the Ultramafic Series, which is dominated by plagioclase-rich
gabbros and anorthosites, and hosts the PGM-bearing J-M Reef currently being mined by the
Stillwater Mining Company (SMC).
  Stillwater Complex  Exploration History
 Mountain View and Basal Zone Lease Agreements  Platinum Group Metals
  (a)
    
    Mountain View Lease, Mountain View Block, A and B Chromitites, four shallow drill holes
drilled by CCA in 1988, and one deep hole drilled by Phelps Dodge Corporation in 1990; and
 (b)
    
    Basal Zone Lease, Crescent Creek, A and B Chromitites, 11 shallow drill holes drilled by the
Anaconda Minerals Company (Anaconda) in 1979 and 1982, eight shallow drill holes drilled by
CCA in 1986 and 1987, one deep hole drilled by Phelps Dodge Corporation in 1990 and four
intermediate depth holes drilled by Pan Palladium USA Inc. (PPD) in 2003.
  13




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Mountain View and Basal Zone Lease Agreements  Nickel-Copper-Cobalt
    Mountain View Lease Agreement  Mouat Mine  Chromite
    2005 Exploration
    14




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2006 Exploration
     2007 Exploration
  Proposed Exploration Targets and Results  2008/2009
  C. Organizational structure
  Business
Corporations Act Business Corporations Act
  15




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D. Property, plant and equipment
  
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
   A. Operating Results
    Year EndingDec 31,
    
    Dec 31,
    
    Dec 31,
    
    Dec 31,
    
    Dec 31,Description
    
    2007
    
    2006
    
    2005
    
    2004
    
    2003Profit (Loss)
    
    
    (65,157
    )
    
    
    (119,936
    )
    
    
    (239,229
    )
    
    
    (176,913
    )
    
    
    (288,706
    )Profit (Loss) per share
- basic and diluted
    
    
    (0.00
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.01
    )
    
    
    (0.02
    )Administrative and
general
    
    
    42,952
    
    
    
    53,358
    
    
    
    77,906
    
    
    
    28,570
    
    
    
    21,699Legal
    
    
    25,045
    
    
    
    14,487
    
    
    
    543
    
    
    
    1,739
    
    
    
    20,892Accounting and audit
    
    
    29,255
    
    
    
    21,970
    
    
    
    10,942
    
    
    
    7,060
    
    
    
    13,131Exploration
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,112
    
    
    
    5,011
 16




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B. Liquidity and capital resources
     Plans for Year 2008
 Business
Corporations Act
 17




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
    
    All Aurora Shares in respect of which Aurora Shareholders who have exercised a Dissent
Right will be deemed to have been transferred to Aurora and such holders will cease to have
any rights as Aurora Shareholders other than the right to be paid the fair value of their
Aurora Shares.
 
    
    Aurora and Nevoro Platinum Inc. (Nevoro Subco) a wholly owned subsidiary of Nevoro will
merge and continue as one corporation (the Merged Company) with the same effect as if they
were amalgamated under Section 269 of the Business Corporations Act (British Columbia), except
that the separate legal existence of Aurora will not cease and Aurora will survive the merger.
 
    
    The separate legal existence of Nevoro Subco will cease without Nevoro Subco being
liquidated or wound-up.
 
    
    Each Aurora Share will be cancelled and the holders thereof will receive, for each Aurora
Share, one Nevoro Share.
 
    
    Each common share in the capital of Nevoro Subco will be cancelled and the holder thereof
(Nevoro) will receive, for each such share, one common share in the capital of the Merged
Company. In consideration of the issuance of Nevoro Shares, the Merged Company will issue to
Nevoro one common share in the capital of the Merged Company for each Nevoro Share issued.
     18




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Business
Corporations Act
   Application of critical accounting policies
   C. Research and development, patents and licenses, etc
  19




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D. Trend information
  E. Off-balance sheet arrangements
  F. Tabular disclosure of contractual obligations
  
 ITEM 6. Directors, Senior Management and Employees
 A. Directors and senior management
  Name and Address
    
    Age and PositionA. Cameron Richardson
199 Edmonton Drive
Toronto, ON Canada M2J 3X4
    
    Age 55, President and CEO (July 27,
2007 to present); CFO and
Director
(May 17, 2000 to present).
 Cameron Richardson
  Business Corporations Act
  20




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Name and Address
    
    Age and PositionWilliam V. Schara
3221 S. Rebecca
Spokane, Washington
USA
99223
    
    Age 51 President, CEO and Director (June 11, 2008 to presentTalya Ziv-Av
    
    Age 37 Corporate Secretary and Director (June 11, 2008 to present
     (a)
    
    the subject of any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;(b)
    
    convicted in a criminal proceeding or is subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);(c)
    
    subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement in
any type of business, securities or banking activities; or(d)
    
    found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law.
 Compliance with Section 16(a) Beneficial Ownership Reporting Compliance, of the Exchange Act of
1934
  21




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##### 



B. Compensation
  Long-Term CompensationAwards
    
    
    PaymentsAnnual Compensation
    
    
    
    
    
    
    SecuritiesOther
    
    
    
    
    
    
    Under-
    
    
    
    
    
    
    AllAnnual
    
    
    Restricted
    
    
    Lying
    
    
    
    
    
    
    OtherName And
    
    
    
    
    
    
    
    
    
    
    
    
    
    Compen-
    
    
    Stock
    
    
    Options/
    
    
    LTIP
    
    
    Compen-Principal
    
    
    
    
    
    Salary
    
    
    Bonuses
    
    
    sation
    
    
    Award(s)
    
    
    SARs
    
    
    Payouts
    
    
    sationPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (=)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)John A.A. James
President and
Director
    
    
    2007
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    0
    
    
    None
    
    
    -0-
    
    
    None
    
    
    -0-2006
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    25,000
    (1)
    
    None
    
    
    -0-
    
    
    None
    
    
    -0-2005
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    50,000
    (2)
    
    None
    
    
    -0-
    
    
    None
    
    
    -0-2004
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    50,000
    (3)
    
    None
    
    
    -0-
    
    
    None
    
    
    -0-2003
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    50,010
    (4)
    
    None
    
    
    -0-
    
    
    None
    
    
    -0-A. Cameron
Richardson
Director, CFO,
President and CEO
    
    
    2007
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    0
    
    
    None
    
    
    -0-
    
    
    None
    
    
    -0-2006
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    10,000
    (1)
    
    None
    
    
    -0-
    
    
    None
    
    
    -0-2005
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    30,000
    (5)
    
    None
    
    
    -0-
    
    
    None
    
    
    -0-2004
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    30,000
    (6)
    
    None
    
    
    -0-
    
    
    None
    
    
    -0-2003
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    30,000
    (7)
    
    None
    
    
    -0-
    
    
    None
    
    
    -0-
 
   (1)
    
    The $35,000 included in accounts payable and accrued expenses  related parties at December
31, 2006 for officer/director consulting services in 2006 was forgiven by the
officers/directors in 2007.
 (2)
    
    Paid as debt settlement of 500,000 restricted common shares at $0.10 per share in 2006, in
lieu of cash.
 (3)
    
    Paid as debt settlement of 500,000 restricted common shares at $0.10 per share in 2006, in
lieu of cash.
 (4)
    
    Paid as debt settlement of 333,400 restricted common shares at $0.15 per share in 2005, in
lieu of cash.
 (5)
    
    Paid as debt settlement of 300,000 shares at $0.10 per share in 2006, in lieu of cash.
 (6)
    
    Paid as debt settlement of 300,000 shares at $0.10 per share in 2006, in lieu of cash.
 
 22




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(7)
    
    Paid as debt settlement of 200,000 shares at $0.15 per share in 2005, in lieu of cash.
  Options/SAR Grants Table
  Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
   Long-Term Incentive Plans (LTIP) Awards Table
  Compensation of Directors
  C. Board practices
 Employment Contract and Termination Agreements
  Mandate and duties of the board
  23




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Directors
   Meetings of the board of directors and committees
   o. o. Independence Discussions with Audit Committees
 24




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Independence from management
  Standard Arrangements
  Shareholder communication
  Expectations of management
  Outside advisors
  D. Employees
  E. Share ownership
  Shares of Common
    
    ApproximateOfficers and Directors
    
    Stock Beneficially
    
    PercentageName of Beneficial Owner (1)
    
    Owned
    
    OwnedA. Cameron Richardson,
199 Edmonton Drive
Toronto, ON Canada M2J 3X4
    
    
    1,057,500
    
    
    
    5.29
    %
 25




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(1)
    
    For information concerning options granted to the above-mentioned individuals
see Item 6 (B) Compensation  Options/SAR Grants Table on page 15.  
 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A. Major shareholders
 Business Corporations Act
   B. Related party transactions
   26




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C. Interest of experts and counsel
  
 Item 8. Financial Information
 A. Consolidated Financial Statements and Other Financial Information
  B. Significant Changes
  
 Item 9. The Offer and Listing
 A. Offer and listing details
  B. Plan of distribution
  C. Markets
 A Business Corporations Act
 (a)
    
    For the four most recent financial years: the annual high and low market prices;
 Period2007 - High
    
    $
    0.152007 - Low
    
    $
    0.022006 - High
    
    $
    0.252006 - Low
    
    $
    0.09
 27




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Period2005  High
    
    $
    0.232005  Low
    
    $
    0.042004  High
    
    $
    0.402004  Low
    
    $
    0.082003  High
    
    $
    0.502003  Low
    
    $
    0.09
 (b)
    
    For the five most recent full financial years and any subsequent period: the high and low
market prices for each full financial quarter;
 Period
    
    First Quarter
    
    Second Quarter
    
    Third Quarter
    
    Fourth Quarter2008  High ($)
    
    
    0.12
    
    
    0.60
    (1)
    
    
    
    
    
    2008  Low ($)
    
    
    0.03
    
    
    0.07


    (1)
    
    
    
    
    
    2007  High ($)
    
    
    0.15
    
    
    0.01
    
    0.06
    
    0.132007  Low ($)
    
    
    0.10
    
    
    0.05
    
    0.05
    
    0.022006  High ($)
    
    
    0.25
    
    
    
    0.22
    
    
    
    0.20
    
    
    
    0.252006  Low ($)
    
    
    0.09
    
    
    
    0.10
    
    
    
    0.10
    
    
    
    0.152005  High ($)
    
    
    0.23
    
    
    
    0.16
    
    
    
    0.14
    
    
    
    0.122005  Low ($)
    
    
    0.10
    
    
    
    0.12
    
    
    
    0.05
    
    
    
    0.042004  High ($)
    
    
    0.40
    
    
    
    0.40
    
    
    
    0.40
    
    
    
    0.362004  Low ($)
    
    
    0.17
    
    
    
    0.20
    
    
    
    0.12
    
    
    
    0.08
 
 Note: (1)The high and low bids for the Second Quarter of 2008 were for the period April 1, 2008 to
June 10, 2008. (c)
    
    For the most recent six months: the high and low market prices for each month;
 Month
    
    High
    
    LowJune 2008
    
    $
    0.40
    (1)
    
    $
    0.29
    (1)May 2008
    
    $
    0.41
    
    
    $
    0.20April 2008
    
    $
    0.60
    
    
    $
    0.07March 2008
    
    $
    0.12
    
    
    $
    0.03February 2008
    
    $
    0.06
    
    
    $
    0.04January 2008
    
    $
    0.04
    
    
    $
    0.04
 
 Note:(1) The high and low bids for the month of June 2008 were for the period June 1, 2008 to June
10, 2008. D. Selling shareholders
  E. Dilution
  F. Expenses of the issue
  28




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Item 10. Additional Information
 A. Share Capital
  B . Memorandum and articles of association
  Business Corporations Act
 1.
    
    The Company does not have any stated objects or purposes as such are not required
by the corporate laws of the Province of British Columbia. Rather, the Company is, by
such corporate laws, entitled to carry on any activities whatsoever which are not
specifically precluded by other statutory provisions of the Province of British Columbia.
The Notice of Articles and Articles of the Company can be viewed at its Registered Office
in Vancouver, Canada.2.
    
    The powers and functioning of the Directors are set forth in the Articles of the
Company. They provide:
      3.
    
    As all of the Companys authorized and issued shares are of one class there are no
special rights or restrictions of any nature or kind attached to any of the shares.4.
    
    To alter the rights of holders of issued shares of the Company such alteration must
be approved by the majority vote of two-thirds of the issued shares of the Company
attending and voting, and in a separate meeting by a two-thirds majority of the shares
that are the subject of the proposed alterations attending and voting at the meeting.
 29




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##### 



5.
    
    Annual General Meetings are called and scheduled upon decision by the Board of
Directors. The Directors may convene an extraordinary general meeting of the
shareholders. The holders of not less than 5% of the issued shares of the Company may
requisition an extraordinary meeting of the shareholders. All meetings of the
shareholders may be attended by registered shareholders or persons who hold powers of
attorney or proxies given to them by registered shareholders.6.
    
    There are no limitations prohibiting shares being held by non-residents, foreigners
or any other group.7.
    
    There are no provisions in the Companys Articles or charter documents that would
have an effect of delaying, deferring or preventing a change in the control of the
Company, or that would operate with respect to any proposed merger, acquisition or
corporate restructuring of the Company.8.
    
    There are no bylaw provisions requiring share ownership to be disclosed. The
securities laws of the Province of British Columbia require disclosure of shareholdings by
insiders who are generally directors, officers, employees or others holding more than 10%
of the issued shares of the company and their affiliates.9.
    
    There are no provisions in the Companys Notice of Articles or Articles governing
changes in the Companys capital which are more stringent than required by law.
 C. Material contracts
  D. Exchange controls
  E. Taxation
 Certain Canadian Federal Income Tax Consequences
 Common Shares Income Tax Act Tax Act Non-Resident Shareholder
 30




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##### 



Tax Proposals Canada-US
Tax Treaty CRA
 This summary is of a general nature only and is not intended to be, nor should it be construed to
be, legal or tax advice to any particular Non-Resident Shareholder, and no representations are made
with respect to the Canadian income tax consequences to any particular Non-Resident Shareholder.
Accordingly, prospective purchasers of Common Shares should consult their own tax advisors for
advice with respect to their particular circumstances.
   The Arrangement
 www.sec.gov
 Disposition of Common Shares Prior to the Arrangement
  31




---



##### 



Taxation of Dividends on Common Shares
  32




---



##### 



F. Dividends and paying agents
  G. Statement by experts
  H. Documents on display
  I. Subsidiary information
  
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
  33




---



##### 



Item 12. Description of Securities Other Than Equity Securities
 A. Debt Securities
  B. Warrants and Rights
  C. Other Securities
  D. American Depositary Shares
  
 PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 ITEM 15. Controls and Procedures
  (a) Evaluation of disclosure controls and procedures
   34




---



##### 



(b) Managements annual report on internal control over financial reporting
  Internal ControlIntegrated Framework
 Attestation report of the registered public accounting firm
  Limitations on Effectiveness of Controls
  Material Weaknesses Identified
  (i)
    
    Lack of a sufficient number of independent directors for our board and audit
committee. We do not have an independent director on our board, which is comprised
of 1 director, and on our audit committee, which is comprised of 1 director. As a
publicly-traded company, we should strive to have a majority of our board of directors
be independent.
 35




---



##### 



(ii)
    
    Lack of an independent financial expert on our audit committee. We currently do not
have an independent audit committee financial expert on our audit committee as defined
by the SEC. Pursuant to Section 407, we are required to disclose whether we have at
least one audit committee financial expert on our audit committee in addition to
whether the expert is independent of management. Since we do not have an independent
audit committee financial expert, we have disclosed this fact; however, it is still the
expectation that we obtain a financial expert on our audit committee.(iii)
    
    Insufficient segregation of duties in our finance and accounting functions due
to limited personnel. During the year ended December 31, 2007, we had one person on
staff that performed nearly all aspects of our financial reporting process, including,
but not limited to, access to the underlying accounting records and systems, the
ability to post and record journal entries and responsibility for the preparation of
the financial statements. This creates certain incompatible duties and a lack of
review over the financial reporting process that would likely result in a failure to
detect errors in spreadsheets, calculations, or assumptions used to compile the
financial statements and related disclosures as filed with the SEC. These control
deficiencies could result in a
material misstatement to our interim or annual consolidated financial statements that
would not be prevented or detected.(iv)
    
    Lack of appropriate staffing and controls to effectively identify and address
non- standard accounting issues.
 Plan for Remediation of Material Weaknesses
   
    
    We continue to recruit one or more additional independent board
members to join our board of directors. We continue to recruit at
least one additional financial expert to join as an independent board
member and as an audit committee member. We will recruit additional
people for our accounting and finance department.
    
    In addition to the foregoing remediation efforts, we will continue to
update the documentation of our internal control processes, including
formal risk assessment of our financial reporting processes.
 (c) Changes in Internal Controls over Financial Reporting
  
 Item 16. (Reserved)
 
 Item 16A Audit Committee Financial Expert
  36




---



##### 



Item 16B Code of Ethics
  
 Item 16C Principal Accountant Fees and Services
 Audit Fees
  Audit-Related Fees:
  Tax Fees:
  All Other Fees:
  Audit Committee Pre-Approval Policies and Procedures:
  
 Item 16 D. Exemptions from the Listing Standards for Audit Committees
  
 Item. 16 E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  37




---



##### 



PART III
 
 Item 17. Financial Statements.
   Index to Consolidated Financial Statements
 Financial Statements
    
    PageReport
of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated
Balance Sheets
    
    
    F-2Consolidated
Statements of Operations
    
    
    F-3Consolidated Statements of Stockholders Equity (Deficiency)
and Comprehensive Income (Loss)
    
    
    F-4Consolidated
Statements of Cash Flows
    
    
    F-7Notes
to Consolidated Financial Statements
    
    F-8 to F-15
 38




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 F-1




---



##### 



2007
    
    
    2006ASSETSCurrent assetsCash
    
    $
    9,671
    
    
    $
    4,874Available-for-sale securities
    
    
    4,257
    
    
    
    23,414Prepaid expenses and other
    
    
    10,121
    
    
    
    106Total current assets
    
    
    24,049
    
    
    
    28,394Mineral property
    
    
    
    
    
    
    Total assets
    
    $
    24,049
    
    
    $
    28,394LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)Current liabilitiesAccounts payable and accrued expenses
    
    $
    55,340
    
    
    $
    12,290Accounts payable and accrued expenses  related parties
    
    
    105,297
    
    
    
    81,421Deferred revenue
    
    
    
    
    
    
    18,571Total current liabilities
    
    
    160,637
    
    
    
    112,282Stockholders Equity (Deficiency)Share capitalAuthorized:50,000,000 common shares, par value $0.01Issued and outstanding:19,981,476 (December 31, 2006 - 19,981,476) common shares
    
    
    199,815
    
    
    
    199,815Additional paid-in capital
    
    
    1,775,049
    
    
    
    1,775,049Deficit accumulated during the exploration stage
    
    
    (2,111,452
    )
    
    
    (2,046,295
    )Accumulated other comprehensive income (loss)
    
    
    
    
    
    
    (12,457
    )Stockholders equity (deficiency)
    
    
    (136,588
    )
    
    
    (83,888
    )Total liabilities and stockholders equity (deficiency)
    
    $
    24,049
    
    
    $
    28,394
  F-2




---



##### 



Cumulative fromJune 17
    
    Year
    
    Year
    
    Year1997 (inception)
    
    Ended
    
    Ended
    
    Endedto December 31
    
    December 31
    
    December 31
    
    December 312007
    
    2007
    
    2006
    
    2005General and administrative expensesAdministrative and general
    
    $
    300,172
    
    
    $
    42,952
    
    
    $
    53,358
    
    
    $
    77,906Professional fees  accounting and audit
    
    
    127,896
    
    
    
    29,255
    
    
    
    21,970
    
    
    
    10,942Professional fees  legal
    
    
    166,792
    
    
    
    25,045
    
    
    
    14,487
    
    
    
    543Consulting fees
    
    
    274,984
    
    
    
    3,037
    
    
    
    35,000
    
    
    
    100,615Stock based compensation
    
    
    59,500
    
    
    
    
    
    
    
    
    
    
    
    50,000(929,344
    )
    
    
    (100,289
    )
    
    
    (124,815
    )
    
    
    (240,006
    )Project development expenses
    
    
    (235,291
    )
    
    
    
    
    
    
    (10,346
    )
    
    
    (7,198
    )Project finders fee
    
    
    (72,750
    )
    
    
    
    
    
    
    
    
    
    
    Exploration expenses
    
    
    (910,329
    )
    
    
    
    
    
    
    
    
    
    
    Lease maintenance fee
    
    
    (62,995
    )
    
    
    (26,825
    )
    
    
    (8,575
    )
    
    
    (5,525
    )Other than temporary impairment loss on
available-for-sale securities
    
    
    (31,614
    )
    
    
    (31,614
    )
    
    
    
    
    
    
    Forgiveness of management fees
    
    
    35,000
    
    
    
    35,000
    
    
    
    
    
    
    
    Other income
    
    
    95,871
    
    
    
    58,571
    
    
    
    23,800
    
    
    
    13,500Net loss for the period
    
    $
    (2,111,452
    )
    
    $
    (65,157
    )
    
    $
    (119,936
    )
    
    $
    (239,229
    )Net Loss per share  basic and diluted
    
    
    
    
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )Weighted average number of
common shares outstanding  basic and diluted
    
    
    
    
    
    
    19,981,476
    
    
    
    19,740,539
    
    
    
    18,072,684
  F-3




---



##### 



AURORA
METALS (BVI) LIMITED AND SUBSIDIARY
 
 From June 17, 1997 (inception) to December 31, 2007
    
    PAGE 1 OF 3
  DeficitAccumulated
    
    
    Accumulated
    
    
    Total
    
    
    TotalAdditional
    
    
    during
    
    
    other
    
    
    Stockholders
    
    
    comprehensiveCommon stock
    
    
    Paid-in
    
    
    exploration
    
    
    comprehensive
    
    
    equity
    
    
    incomeShares
    
    
    Amount
    
    
    capital
    
    
    stage
    
    
    income (loss)
    
    
    (deficiency)
    
    
    (loss)#
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Balance June 17, 1997
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for cash, June 1997
    
    
    13,000,000
    
    
    
    130,000
    
    
    
    (129,900
    )
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    Components of comprehensive income (loss)
Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,855
    )
    
    
    
    
    
    
    (1,855
    )
    
    
    (1,855
    )Balance, December 31, 1997
    
    
    13,000,000
    
    
    
    130,000
    
    
    
    (129,900
    )
    
    
    (1,855
    )
    
    
    
    
    
    
    (1,755
    )
    
    
    (1,855
    )Components of comprehensive income (loss)
Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,013
    )
    
    
    
    
    
    
    (2,013
    )
    
    
    (2,013
    )Balance, December 31, 1998
    
    
    13,000,000
    
    
    
    130,000
    
    
    
    (129,900
    )
    
    
    (3,868
    )
    
    
    
    
    
    
    (3,768
    )
    
    
    (2,013
    )Components of comprehensive income (loss)
Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,512
    )
    
    
    
    
    
    
    (1,512
    )
    
    
    (1,512
    )Balance, December 31, 1999
    
    
    13,000,000
    
    
    
    130,000
    
    
    
    (129,900
    )
    
    
    (5,380
    )
    
    
    
    
    
    
    (5,280
    )
    
    
    (1,512
    )Components of comprehensive income (loss)
Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (419,625
    )
    
    
    
    
    
    
    (419,625
    )
    
    
    (419,625
    )Balance, December 31, 2000
    
    
    13,000,000
    
    
    
    130,000
    
    
    
    (129,900
    )
    
    
    (425,005
    )
    
    
    
    
    
    
    (424,905
    )
    
    
    (419,625
    )Unexchanged certificate
    
    
    (126,057
    )
    
    
    (1,261
    )
    
    
    1,261
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for cash, Feb2001
    
    
    857,143
    
    
    
    8,571
    
    
    
    591,429
    
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    Issuance of shares for debt settlement, Jun2001
    
    
    217,357
    
    
    
    2,174
    
    
    
    149,976
    
    
    
    
    
    
    
    
    
    
    
    152,150
    
    
    
    Allotted 25,000 shares for debt settlement, Jul2001
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    Issuance of shares for debt settlement, Jul2001
    
    
    295,683
    
    
    
    2,957
    
    
    
    204,022
    
    
    
    
    
    
    
    
    
    
    
    206,979
    
    
    
    Components of comprehensive income (loss)
Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (568,694
    )
    
    
    
    
    
    
    (568,694
    )
    
    
    (568,694
    )Balance, December 31, 2001
    
    
    14,244,126
    
    
    
    142,441
    
    
    
    831,788
    
    
    
    (993,699
    )
    
    
    
    
    
    
    (19,470
    )
    
    
    (568,694
    )Issuance of previously allocated shares, Jan2002
    
    
    25,000
    
    
    
    250
    
    
    
    (250
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for debt settlement, Jan2002
    
    
    600,000
    
    
    
    6,000
    
    
    
    94,000
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    Issuance of shares for cash, Apr2002
    
    
    750,000
    
    
    
    7,500
    
    
    
    142,500
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    Issuance of shares for finders fee, Apr2002
    
    
    150,000
    
    
    
    1,500
    
    
    
    28,500
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    
 The accompanying notes are integral part of these consolidated financial statements.
 F-4




---



##### 



AURORA METALS (BVI) LIMITED AND SUBSIDIARY
  
  From June 17, 1997 (inception) to December 31, 2007
    
    PAGE 2 OF 3
  DeficitAccumulated
    
    
    Accumulated
    
    
    Total
    
    
    TotalAdditional
    
    
    during
    
    
    other
    
    
    stockholders
    
    
    comprehensiveCommon stock
    
    
    Paid-in
    
    
    exploration
    
    
    Comprehensive
    
    
    equity
    
    
    incomeShares
    
    
    Amount
    
    
    capital
    
    
    stage
    
    
    income (loss)
    
    
    (deficiency)
    
    
    (loss)#
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Finders fee charges to additional paid in capital, Apr2002
    
    
    
    
    
    
    
    
    
    
    (30,000
    )
    
    
    
    
    
    
    
    
    
    
    (30,000
    )
    
    
    Issuance of shares for services provided, Jun2002
    
    
    50,000
    
    
    
    500
    
    
    
    17,500
    
    
    
    
    
    
    
    
    
    
    
    18,000
    
    
    
    Stock based compensation
    
    
    
    
    
    
    
    
    
    
    9,500
    
    
    
    
    
    
    
    
    
    
    
    9,500
    
    
    
    Components of comprehensive income (loss)
Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (227,812
    )
    
    
    
    
    
    
    (227,812
    )
    
    
    (227,812
    )Balance, December 31, 2002
    
    
    15,819,126
    
    
    
    158,191
    
    
    
    1,093,538
    
    
    
    (1,221,511
    )
    
    
    
    
    
    
    30,218
    
    
    
    (227,812
    )Issuance of shares for services provided, May2003
    
    
    472,500
    
    
    
    4,725
    
    
    
    160,650
    
    
    
    
    
    
    
    
    
    
    
    165,375
    
    
    
    Issuance of shares for finders fee, May2003
(relating to License agreement)
    
    
    171,450
    
    
    
    1,715
    
    
    
    58,285
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    Components of comprehensive income (loss)
Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (288,706
    )
    
    
    
    
    
    
    (288,706
    )
    
    
    (288,706
    )Balance, December 31, 2003
    
    
    16,463,076
    
    
    
    164,631
    
    
    
    1,312,473
    
    
    
    (1,510,217
    )
    
    
    
    
    
    
    (33,113
    )
    
    
    (288,706
    )Issuance of shares and warrants for cash, May2004
    
    
    1,000,000
    
    
    
    10,000
    
    
    
    140,000
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    Issuance of shares for finders fee, May2004
(relating to License agreement)
    
    
    85,000
    
    
    
    850
    
    
    
    11,900
    
    
    
    
    
    
    
    
    
    
    
    12,750
    
    
    
    Components of comprehensive income (loss)
Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (176,913
    )
    
    
    
    
    
    
    (176,913
    )
    
    
    (176,913
    )Balance, December 31, 2004
    
    
    17,548,076
    
    
    
    175,481
    
    
    
    1,464,373
    
    
    
    (1,687,130
    )
    
    
    
    
    
    
    (47,276
    )
    
    
    (176,913
    )Issuance of shares to settle accounts payable, Jan2005
    
    
    533,400
    
    
    
    5,334
    
    
    
    74,676
    
    
    
    
    
    
    
    
    
    
    
    80,010
    
    
    
    Stock based compensation, August 2005
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    Components of comprehensive income (loss)
Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (239,229
    )
    
    
    
    
    
    
    (239,229
    )
    
    
    (239,229
    )Unrealized loss on available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,750
    )
    
    
    (6,750
    )
    
    
    (6,750
    )Balance, December 31, 2005
    
    
    18,081,476
    
    
    
    180,815
    
    
    
    1,589,049
    
    
    
    (1,926,359
    )
    
    
    (6,750
    )
    
    
    (163,245
    )
    
    
    (245,979
    )
 The accompanying notes are integral part of these consolidated financial statements.
 F-5




---



##### 



AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 
 From June 17, 1997 (inception) to December 31, 2007
    
    PAGE 3 OF 3
  DeficitAccumulated
    
    
    Accumulated
    
    
    Total
    
    
    TotalAdditional
    
    
    during
    
    
    other
    
    
    stockholders
    
    
    comprehensiveCommon stock
    
    
    Paid-in
    
    
    exploration
    
    
    Comprehensive
    
    
    equity
    
    
    incomeShares
    
    
    Amount
    
    
    capital
    
    
    stage
    
    
    income (loss)
    
    
    (deficiency)
    
    
    (loss)#
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Balance, December 31, 2005
    
    
    18,081,476
    
    
    
    180,815
    
    
    
    1,589,049
    
    
    
    (1,926,359
    )
    
    
    (6,750
    )
    
    
    (163,245
    )
    
    
    (245,979
    )Issuance of shares to settle accounts payable, Feb 2006
    
    
    1,600,000
    
    
    
    16,000
    
    
    
    144,000
    
    
    
    
    
    
    
    
    
    
    
    160,000
    
    
    
    Issuance of shares on exercise of warrants for cash, April 2006
    
    
    300,000
    
    
    
    3,000
    
    
    
    42,000
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    Components of comprehensive income (loss)
Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (119,936
    )
    
    
    
    
    
    
    (119,936
    )
    
    
    (119,936
    )Unrealized loss on available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,707
    )
    
    
    (5,707
    )
    
    
    (5,707
    )Balance, December 31, 2006
    
    
    19,981,476
    
    
    
    199,815
    
    
    
    1,775,049
    
    
    
    (2,046,295
    )
    
    
    (12,457
    )
    
    
    (83,888
    )
    
    
    (125,643
    )Components of comprehensive income (loss)Net income (loss) for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (65,157
    )
    
    
    
    
    
    
    (65,157
    )
    
    
    (65,157
    )Unrealized loss on available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,157
    )
    
    
    (19,157
    )
    
    
    (19,157
    )Reclassification adjustment for other than temporary
impairment loss on available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,614
    
    
    
    31,614
    
    
    
    31,614Balance, December 31, 2007
    
    
    19,981,476
    
    
    
    199,815
    
    
    
    1,775,049
    
    
    
    (2,111,452
    )
    
    
    
    
    
    
    (136,588
    )
    
    
    (52,700
    )
 The accompanying notes are integral part of these consolidated financial statements.
 F-6




---



##### 



Cumulative fromJune 17
    
    
    Year
    
    
    Year
    
    
    Year1997 (inception)
    
    
    Ended
    
    
    Ended
    
    
    Endedto December 31
    
    
    December 31
    
    
    December 31
    
    
    December 312007
    
    
    2007
    
    
    2006
    
    
    2005Cash flows from operating activitiesNet loss for the period
    
    $
    (2,111,452
    )
    
    $
    (65,157
    )
    
    $
    (119,936
    )
    
    $
    (239,229
    )Adjustments to reconcile net loss to
net cash used in operating activities:- available for sale securities received as income
    
    
    (35,871
    )
    
    
    (18,571
    )
    
    
    (3,800
    )
    
    
    (13,500
    )- Other than temporary impairment loss on
available-for-sale securities
    
    
    31,614
    
    
    
    31,614
    
    
    
    
    
    
    
    - forgiveness of management fees
    
    
    (35,000
    )
    
    
    (35,000
    )
    
    
    
    
    
    
    - stock based compensation
    
    
    59,500
    
    
    
    
    
    
    
    
    
    
    
    50,000- issuance of stock for services
    
    
    256,125
    
    
    
    
    
    
    
    
    
    
    
    Changes in assets and liabilities:- (increase) decrease in prepaid expenses and
other current assets
    
    
    (10,121
    )
    
    
    (10,015
    )
    
    
    
    
    
    
    - (decrease) increase accounts payable
and accrued expenses
    
    
    535,647
    
    
    
    101,926
    
    
    
    78,653
    
    
    
    174,991Net cash provided by (used in) operating activities
    
    
    (1,309,558
    )
    
    
    4,797
    
    
    
    (45,083
    )
    
    
    (27,738
    )Cash flows from financing activity
Proceeds from issuance of common stock
    
    
    1,319,229
    
    
    
    
    
    
    
    45,000
    
    
    
    Net Increase (decrease) in cash
    
    
    9,671
    
    
    
    4,797
    
    
    
    (83
    )
    
    
    (27,738
    )Cash, beginning of period
    
    
    
    
    
    
    4,874
    
    
    
    4,957
    
    
    
    32,695Cash, end of period
    
    $
    9,671
    
    
    $
    9,671
    
    
    $
    4,874
    
    
    $
    4,957Non-cash operating and financing activities
Shares issued for settlement of accounts payable
    
    
    
    
    
    $
    
    
    
    $
    160,000
    
    
    $
    80,010
  F-7




---



##### 



Notes to Consolidated Financial Statements
 1. Nature of Business and Going Concern
 th st
   2. Significant Accounting Policies
 (a)
    
    Principles of AccountingThese consolidated financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America and include the accounts of
the Company and its wholly-owned subsidiary, Crystal Coding Limited. Collectively, they
are referred to herein as the Company. Significant inter-company accounts and
transactions have been eliminated.(b)
    
    Accounting EstimatesThe preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates and assumptions.(c)
    
    Cash EquivalentsCash equivalents comprise certain highly liquid instruments with a maturity of three
months or less when purchased. The Company did not have any cash equivalents at December
31, 2007 and 2006. No material amounts were paid for interest expense and no amounts were
paid for income taxes in 2007, 2006 or 2005.
 F-8




---



##### 



2. Significant Accounting Policies (continued)
 (d)
    
    Available-for-Sale SecuritiesThe Companys available-for-sale securities consist of shares of common stock of one
publicly traded company and are stated at fair value. The cost of these securities is
$4,257 at December 31, 2007 (2006  $35,871) and the gross unrealized holding loss of
$Nil (2006  $12,457) is included in accumulated other comprehensive income (loss) at
December 31, 2007. Any unrealized holding gains or losses in these securities are
included in the determination of accumulated other comprehensive income (loss). If a loss
in value in the available-for-sale securities is considered to be other than temporary,
it is recognized in the determination of net income. During the year ended December 31,
2007, the Company recognized an other than temporary impairment loss on the
available-for-sale securities which were written down $31,614 to their estimated
realizable value at December 31, 2007, because, in the opinion of management, the decline
in the market value of those securities was considered to be other than temporary. Cost
is based on the specific identification method for the individual securities to determine
realized gains or losses.(e)
    
    Mineral Properties and Exploration ExpensesExploration 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 December 31, 2007 and 2006, the Company did
not have proven reserves.Exploration activities conducted jointly with others are reflected at the Companys
proportionate interest in such activities.Costs related to site restoration programs are accrued over the life of the
project.(f)
    
    Share-Based PaymentThe Company has an Employees and Directors Stock Option Plan which is disclosed in Note
5. On January 1, 2006, the Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 123(R), Share-Based Payment, (SFAS No. 123R) on a
modified prospective basis. Prior to January 1, 2006, the Company recorded compensation
costs using the fair value based method in accordance with SFAS No. 123, Accounting for
Stock-Based Compensation. The adoption of SFAS No. 123(R) did not have an impact on the
Companys consolidated financial position and results of operations as no stock options
were granted or modified in 2007 or 2006 and all stock options outstanding at December
31, 2005 were fully vested. The fair value of stock options at the date of grant is
amortized to General and administrative expenses, with an offsetting credit to additional
paid-in capital, on a straight-line basis over the vesting period.(g)
    
    Foreign Currency TransactionsThe Company considers the U.S. dollar to be its functional currency. Accordingly, assets
and liabilities denominated in foreign currencies are translated into U.S. dollars at the
exchange rate in effect at the balance sheet date. Revenues and expenses are translated
at rates approximating the exchange rates in effect at the time of the transactions. All
exchange gains and losses are included in Administrative and general expenses in the
consolidated statements of operations and were not material in 2007, 2006 or 2005.(h)
    
    Concentration of Credit RiskThe Company places its cash with high credit quality financial institutions. The Company
did not have funds deposited in banks beyond the insured limits as of December 31, 2007
and 2006.
 F-9




---



##### 



2. Significant Accounting Policies (continued)
 (i)
    
    Comprehensive incomeThe Company has adopted SFAS No. 130 (SFAS 130), Reporting Comprehensive Income, which
establishes standards for reporting and display of comprehensive income, its components
and accumulated balances. The Company is disclosing this information on its Consolidated
Statements of Stockholders Equity (Deficiency) and Comprehensive Income (Loss).
Comprehensive income comprises equity except those resulting from investments by owners
and distributions to owners.Accumulated other comprehensive income (loss) consists entirely of unrealized losses on
available-for-sale securities at December 31, 2006. There is no accumulated comprehensive
income (loss) at December 31, 2007.(j)
    
    Fair Value of Financial Instruments and RisksFair 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 and accounts payable and accrued expenses approximate their
fair value because of the short-term nature of these instruments. The Company adjusts the
carrying value of its short-term investments to fair value with any unrecognized gains or
losses recorded as a component of Accumulated Other Comprehensive Income and thus the
carrying value equals fair value. Management is of the opinion that the Company is not
exposed to significant interest or credit risks arising from these financial instruments.(k)
    
    Income TaxesThe Company has adopted SFAS No. 109 (SFAS 109), 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.The Company was formed in The British Virgin Islands which does not require the payment
of income taxes. The Companys operations in the United States operate at a tax loss
which is not expected to provide future tax benefits, therefore, no provision for income
taxes has been provided for in these consolidated financial statements. Management of the
Company has not determined if there are any tax net operating losses generated in the
United States. If there were, any net operating loss carryforwards would be fully
reserved.In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
interpretation No. 48 (FIN No. 48). This interpretation clarifies the accounting for
uncertainty in income taxes recognized in a companys financial statements in accordance
with SFAS No. 109. 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. FIN No. 48 is effective for fiscal years beginning after December 15, 2006.
The adoption of this interpretation did not have a material impact on the Companys
results of operations or financial position. As such, the Company has not recorded any
liabilities for uncertain tax positions or any related interest and penalties.
 F-10




---



##### 



2. Significant Accounting Policies (continued)
 (l)
    
    Earnings (Loss) Per ShareEarnings (loss) per share is computed by dividing net income or loss available to common
stockholders by the weighted average number of common shares outstanding during the year.
Diluted loss per share takes into consideration common shares outstanding (computed
under basic earnings per share) and potentially dilutive securities and is equivalent to
basic loss per share for 2007, 2006 and 2005, because potentially dilutive securities
outstanding were anti-dilutive due to the net losses incurred in each year. Potentially
dilutive securities outstanding for the years ended December 31, 2007, 2006 and 2005
consisted of stock options and stock purchase warrants (see notes 5 and 6).(m)
    
    New Accounting PronouncementsIn September 2006, the FASB issued SFAS No. 157, Fair Value Measurements(FAS 157).
FAS 157 defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements but does not require any new fair value
measurements. FAS 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal years, except
for nonfinancial assets and liabilities which has been delayed until after November 15,
2008. The Company does not expect the adoption of FAS 157 to have a significant impact on
its financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities(FAS 159). FAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value. The objective
is to improve financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions. FAS 159 is
effective for financial statements issued for fiscal years beginning after November 15,
2007. The Company does not expect the adoption of FAS 159 to have a significant impact on
its financial statements.

In June 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3,
Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future
Research and Development Activities(EITF 07-3), which is effective for fiscal years
beginning after December 15, 2007. EITF 07-3 requires that nonrefundable advance payments
for future research and development activities be deferred and capitalized. Such amounts
will be recognized as an expense as the goods are delivered or the related services are
performed. The Company does not expect the adoption of EITF 07-3 to have a material
impact on its financial results.


In December 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-1,
Accounting for Collaborative Arrangements(EITF 07-1), which is effective for fiscal
years beginning after December 15, 2008. EITF 07-1 provides income statement
classification and related disclosure guidance for participants in a collaborative
arrangement. The Company does not expect the adoption of EITF 07-1 to have a material
impact on its financial results.


In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements  an amendment of Accounting Research Bulletin No. 51(FAS 160),
which amends Accounting Research Bulletin No. 51 to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the deconsolidation of
a subsidiary. FAS 160 is effective for the Companys fiscal year beginning January 1,
2009. The Company does not expect the adoption of FAS 160 to have a material impact on
its financial results.


In December 2007, the FASB issued SFAS No. 141R, Business Combinations(FAS 141R),
which establishes principles and requirements for recognizing and measuring identifiable
assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in an
acquisition, at their fair value as of the
 F-11




---



##### 



2. Significant Accounting Policies (continued)
 (m)
    
    New Accounting Pronouncements (continued)acquisition date. FAS 141R is effective for business combinations for which the
acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. This standard will change the Companys
accounting treatment for business combinations on a prospective basis.
 3. Mineral Property
 (a)
    
    Mountain View Lease AgreementThe Company has entered into an agreement with Fort Stockton Investments, Inc. and Mouat
Nickel Mines, Inc., and fifteen individuals, (collectively the Lessors) for exploration
for platinum group metals (PGM), in the Stillwater Complex, Montana. The Stillwater
Complex is located in the Beartooth Mountains in south-central Montana. The agreement
covers 77 unpatented claims and one patented claim, all located in Stillwater County. The
claims are contiguous, with an area of approximately 1,719 acres.The Lease Agreement has a Primary Term of ten years from the date of execution,
extendable for a further five years upon payment of Advance Royalties of US$50,000.
Advance Royalties of US$500,000 are payable at commencement of mine construction.The Company has honored its obligations under the Mountain View Lease Agreement with
regards to payments and other matters and the agreement is in good standing.(b)
    
    Basal Zone Lease AgreementThe Company has entered into an agreement with Fort Stockton Investments, Inc. and Mouat
Nickel Mines, Inc. (Basal Zone Lessors) for exploration for platinum group metals
(PGM), and nickel-copper-cobalt mineralization, in the Stillwater Complex, Montana.
The agreement covers an area of approximately 903 acres, in 9 unpatented claims and 34
patented claims in Stillwater County, and 17 unpatented claims, covering approximately
345 acres, in Sweet Grass County. The Lease Agreement has a Primary Term of ten years
from the date of execution, extendable for a further five years.The Company has honored its obligations under the Basal Zone Lease Agreement with regards
to payments and other matters and the agreement is in good standing.(c)
    
    Aurora-Trend Stillwater Joint Venture AgreementOn September 17, 2004 the Company signed a Letter of Intent with Trend Mining Company
(Trend) with the aim of establishing a joint venture for exploration on certain claims
covered by the Basal Zone and Mountain View lease Agreements. After several extensions
to the Letter of Intent, an agreement entitled Aurora-Trend Stillwater Joint Venture
Agreement (A-TSVA) was signed with an effective date of January 1, 2005.Under the terms of the A-TSVA, Trend was the operator during the exploration phase of the
joint venture and could earn 50% in the claim blocks after spending $2 million over five
years. Work commitments during the first and second years, 2005 and 2006, were $100,000
and $400,000 respectively, after which work commitments were $500,000 per year. Upon
spending $2 million, a joint venture company would be formed by the Company and Trend to
operate and further develop the properties. Trend would pay annual claim fees and lease
payments on a pro rata basis commensurate with claims assigned to the A-TSVA.Consideration paid, or to be paid, by Trend to the Company included: 50,000 shares of
Trends common stock on signing of the Agreement (received in 2005 and recorded at fair
value of $13,500; included in other income); $20,000 in cash (received in 2006; included
in other income) and 20,000 shares of Trends common
 F-12




---



##### 



3. Mineral Property (contd)
 stock on the first anniversary date, January 1, 2006 (received in 2006 and recorded at
fair value of $3,800; included in other income); and $20,000 in cash or equivalent value
in shares of Trends common stock each year starting on the second anniversary date
(January 1, 2007; the payment due January 1, 2007 was received in December 2006 in the
form of 142,857 shares of Trends common stock valued at $18,571 included in deferred
revenue at December 31, 2006 and transferred to other income at January 1, 2007) until
Trend had spent the agreed upon sum of $2 million.At December 31, 2007, Trend was in default of the A-TSVA and the agreement was not in
good standing.Trend was in default with respect to its work commitments on the property. As at December
31, 2007, Trend had spent a cumulative total of $372,375 (2007  $0; 2006  $99,988 in
expenses plus allowable general and administrative charges of $4,995 for total
expenditures of $104,983 and 2005  $254,659 in expenses plus allowable general and
administrative charges of $12,733 for total expenditure of $267,392) of the required
cumulative work commitment of $1,000,000 (2007  $500,000; 2006  $400,000 and 2005 -
$100,000) as of December 31, 2007. Trend was therefore in default in their cumulative
work commitment in the amount of $627,625. The Company was also of the opinion that
Trends force majeure claim in 2006 for not completing the required 2006 work commitment
was incorrect.Trend was also delinquent in its obligations under the A-TSVA with regards to
reimbursement to the Company for Trends share of the monthly rent payment for the Basal
Zone Lease in the amount of $8,100 and for their share of the Maintenance Fee for the
2008 assessment year payable to the United States Department of the Interior Bureau of
Land Management in the amount of $8,875. The amounts receivable from Trend have not been
recognized in these consolidated financial statements as at December 31, 2007.On December 20, 2007, the Company filed a lawsuit in the Montana 22nd Judicial
District Court, Stillwater County, (the Lawsuit) seeking a declaration that, among
other things, the A-TSVA with Trend had expired and/or terminated and that Trend had no
right, title, or interest in the subject leases or the subject mining claims. The Company
claimed, among other things, that Trend did not make the minimum annual exploration
expenditures required under the A-TSVA. Under the Lawsuit, the Company asserted that
Trend had breached the terms of the agreement and the Company was seeking quiet title
to the claims that were subject to the agreement, a declaratory judgment that the
agreement was terminated, that Trend had no interest in the mineral properties of the
agreement, and damages (see Note 7 regarding Settlement of the Lawsuit subsequent to
year-end).
 4. Related Party Transactions
     F-13




---



##### 



4. Related Party Transactions (continued)
  5. Stock Option Plan
   Options outstanding andexercisableWeighted AverageShares
    
    
    Exercise Price$Balance, December 31, 2005 and 2006
    
    
    1,000,000
    
    
    
    0.05Options granted
    
    
    
    
    
    
    Options expired
    
    
    (1,000,000
    )
    
    
    (0.05
    )Balance, December 31, 2007
    
    
    
    
    
    
    
  6. Share Purchase Warrants
  Number of shares
    
    Exercise Price
    
    Expiry Date
    
    $
  Number of shares
    
    Exercise Price
    
    Expiry Date700,000
    
    $0.15
    
    April 23, 2007
 F-14




---



##### 



6. Share Purchase Warrants (continued)
  Number of shares
    
    Exercise Price
    
    Expiry Date1,000,000
    
    $0.15
    
    April 23, 2006
  7. Subsequent Events
 (1)
    
    In February 2008, Aurora Metals incorporated Aurora Metals USA, Inc., a 100% wholly
owned subsidiary in the State of Montana, USA to acquire mineral properties either
directly or through the acquisition of operating entities.(2)
    
    In April 2008, the Company entered into a Settlement Agreement with Trend regarding
the Lawsuit filed in the Montana 22nd Division District Court and the A-TSVA between the
Company and Trend on the Companys Montana properties. The Company filed the lawsuit to
obtain a judicial confirmation that the A-TSVA was terminated and to quiet title to the
properties in the Company.Pursuant to the Settlement Agreement, in exchange for the payment by the Company to
Trend of $50,000, Trend has agreed that the A-TSVA has been terminated and Trend has
released any claim of interest in and to the Companys property. The pending Lawsuit on the
A-TSVA and the properties will be dismissed and deemed fully and finally settled.(3)
    
    During the year ended December 31, 2007, Nevoro Inc. (Nevoro) signed a
Confidentiality Agreement with the Company to assess confidential information regarding
the properties held by the Company in Montana. As part of the terms of the Agreement,
Nevoro paid the Company $40,000. The amount paid was non-refundable and was recorded in
other income on the Consolidated Statements of Operations for the year ended December 31,
2007.In April 2008, the Company entered into an Arrangement Agreement with Nevoro pursuant to
which Nevoro will acquire 100% of the common shares of the Company by way of a shareholder
and court approved plan of arrangement whereby each of the Companys common shares will be
exchanged for one Nevoro common share. Holders of more than 50% of the outstanding common
shares of the Company have entered into voting agreements with Nevoro pursuant to which they
have agreed, among other things, to vote their common shares in flavor of the plan of
arrangement. The shareholders of the Company will not own a controlling interest in Nevoro
as a result of this transaction. The plan of arrangement is expected to complete on or
before July 31, 2008.In addition to the Arrangement Agreement, Nevoro and the Company executed a grid note (the
Note) under which the Company can receive up to C$500,000, in the aggregate, from Nevoro.
The advances will be secured by a mortgage of the Companys interest in the Stillwater
Project and bear interest at a rate equal to Prime Rate, as quoted by the Royal Bank of
Canada, plus 2% per annum. The Note can be called on 90 days notice, but in any event, no
later than January 1, 2009, by Nevoro and can be satisfied, at Nevoros option, in part or
in full by the issuance of common shares of the Company. On April 24, 2008 Nevoro advanced
the Company C$100,000 under the Note.
 F-15




---



##### 



Item 18. Financial Statements
  
 Item 19. Exhibits
 Index to Exhibits
 1.1
    
    Certificate of Incorporation incorporated by reference to the Form 20-F filed
on June 27, 2002 (SEC File No. 000-30816-0244279). *1.2
    
    Memorandum of Association and Articles of Association incorporated by
reference to the Form 20-F filed on June 27, 2002 (SEC File No. 000-30816-0244279). *1.3
    
    Amendment to the Memorandum and Articles of Association incorporated by
reference to the Form 20-F filed on June 27, 2002 (SEC File No. 000-30816-0244279). *1.4
    
    Amended Certificate of Incorporation incorporated by reference to the Form
20-F filed on June 27, 2002 (SEC File No. 000-30816-0244279). *1.5
    
    Amended Memorandum and Articles of Association incorporated by reference to
the Form 20-F filed on June 27, 2002 (SEC File No. 000-30816-0244279). *1.6
    
    Certificate of Incumbency of Aurora Metals (BVI) Ltd incorporated by
reference to the Form 20-F filed on June 27, 2002 (SEC File No. 000-30816-0244279). *1.7
    
    Certificate from the Registrar of Corporate Affairs of the British Virgin
Islands.1.8
    
    Certificate of Continuation under the British Columbia Business Corporations
Act.1.9
    
    Articles of Incorporation of Aurora Platinum Exploration, Inc.1.10
    
    Notice of Hearing of Petition in the Supreme Court of British Columbia dated
May 6, 2008 incorporated by reference to the Form 6-K filed on May 8, 2008 (SEC File
No. 000-30816-08811280).*1.11
    
    Interim Order of the Supreme Court of British Columbia dated May 6, 2008
incorporated by reference to the Form 6-K filed on May 8, 2008 (SEC File No.
000-30816-08811280).*1.12
    
    Amended Articles of Incorporation of Aurora Platinum Exploration, Inc.1.13
    
    Certificate of Amalgamation under the British Columbia Business Corporations Act4.1
    
    Letter of Intent between Aurora Gold Corporation and High Marsh Holdings
Ltd., dated March 15, 1999 incorporated by reference to the Form 20-F filed on June
27, 2002 (SEC File No. 000-30816-0244279). *4.2
    
    Option Agreements dated as shown between Aurora Gold Corporation and High
Marsh Holdings Limited incorporated by reference to the Form 20-F filed on June 27,
2002 (SEC File No. 000-30816-0244279). *




---



##### 



4.2.1
    
    Hamman Zriba/Jebel Guebli
    
    October 15, 1999 *4.2.2
    
    Koudiat Sidii
    
    October 15, 1999 *4.2.3
    
    Ouled Moussa
    
    October 15, 1999 *4.2.4
    
    Hammala
    
    January 20, 2000 *4.2.5
    
    El Mohguer
    
    January 20, 2000 *4.2.6
    
    Jebel Oum Edeboua
    
    January 20, 2000 *
 4.3
    
    Letter of Intent between Aurora Gold Corporation and Billiton UK Resources
B.V., dated February 25, 2000 incorporated by reference to the Form 20-F filed on June
27, 2002 (SEC File No. 000-30816-0244279). *4.4
    
    Letter of Intent between Aurora Gold Corporation and Billiton UK Resources
B.V., dated April 12, 2000, amending the Letter of Intent of February 25, 2000
incorporated by reference to the Form 20-F filed on June 27, 2002 (SEC File No.
000-30816-0244279). *4.5
    
    Amendments to Letter of Intent between Aurora Gold Corporation and Billiton
UK Resources B.V incorporated by reference to the Form 20-F filed on June 27, 2002
(SEC File No. 000-30816-0244279). *
 4.5.1
    
    Letter of Intent between Aurora Gold Corporation and
Billiton UK Resources B.V., dated May 30, 2000, amending the Letter of Intent
of February 25, 2000 incorporated by reference to the Form 20-F filed on June
27, 2002 (SEC File No. 000-30816-0244279). *4.5.2
    
    Letter of Intent between Aurora Gold Corporation and
Billiton UK Resources B.V., dated June 22, 2000, amending the Letter of Intent
of February 25, 2000 incorporated by reference to the Form 20-F filed on June
27, 2002 (SEC File No. 000-30816-0244279). *4.5.3
    
    Letter of Intent between Aurora Gold Corporation and
Billiton UK Resources B.V., dated July 27, 2000, amending the Letter of Intent
of February 25, 2000 incorporated by reference to the Form 20-F filed on June
27, 2002 (SEC File No. 000-30816-0244279). *4.5.4
    
    Letter of Intent between Aurora Gold Corporation and
Billiton UK Resources B.V., dated August 30, 2000, amending the Letter of
Intent of February 25, 2000 incorporated by reference to the Form 20-F filed
on June 27, 2002 (SEC File No. 000-30816-0244279). *4.5.5
    
    Letter of Intent between Aurora Gold Corporation and
Billiton UK Resources B.V., dated September 28, 2000, amending the Letter of
Intent of February 25, 2000 incorporated by reference to the Form 20-F filed
on June 27, 2002 (SEC File No. 000-30816-0244279). *4.5.6
    
    Letter of Intent between Aurora Gold Corporation and
Billiton UK Resources B.V., dated November 10, 2000, amending the Letter of
Intent of February 25, 2000 incorporated by reference to the Form 20-F filed
on June 27, 2002 (SEC File No. 000-30816-0244279). *4.5.7
    
    Letter of Intent between Aurora Gold Corporation and
Billiton UK Resources B.V., dated December 8, 2000, amending the Letter of
Intent of February 25, 2000 incorporated by reference to the Form 20-F filed
on June 27, 2002 (SEC File No. 000-30816-0244279). *




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##### 



4.5.8
    
    Letter of Intent between Aurora Gold Corporation and
Billiton UK Resources B.V., dated January 12, 2001, amending the Letter of
Intent of February 25, 2000 incorporated by reference to the Form 20-F filed on June
27, 2002 (SEC File No. 000-30816-0244279). *
 4.6
    
    Notifications of granting of ten (10) Exploration Permits, extracts from the
Tunisian Government Gazette, May 26, 2000 incorporated by reference to the Form 20-F
filed on June 27, 2002 (SEC File No. 000-30816-0244279). *4.7
    
    Directors Consent Resolutions of Aurora Gold Corporation, dated May 18, 2000,
transferring 100% interest in six (6) Exploration Permits held under option, and the
ten (10) Exploration Permits formally granted on May 26, 2000, to its wholly owned
subsidiary, Aurora Platinum (BVI) Ltd incorporated by reference to the Form 20-F filed
on June 27, 2002 (SEC File No. 000-30816-0244279). *4.8
    
    Directors Consent Resolutions of Aurora Gold Corporation, dated May 18, 2000,
transferring 100% interest in the Letter of Intent and proposed private placement with
Billiton UK Resources B.V. to its wholly owned subsidiary, Aurora Platinum (BVI) Ltd
incorporated by reference to the Form 20-F filed on June 27, 2002 (SEC File No.
000-30816-0244279). *4.9.1
    
    Letters of Termination on Option Agreements between Aurora Metals (BVI) Ltd.
and High Marsh Holdings Ltd., under Exhibits 10.2.1 (10.9.1), 10.2.3 (10.9.2), 10.2.5
(10.9.3) and 10.2.6 (10.9.4), dated September 5, 2000 incorporated by reference to the
Form 20-F filed on June 27, 2002 (SEC File No. 000-30816-0244279). *4.10
    
    Letter of Termination between Aurora Metals (BVI) Ltd. and High Marsh
Holdings Ltd., under Exhibit 10.2.2, dated September 11, 2000 incorporated by
reference to the Form 20-F filed on June 27, 2002 (SEC File No. 000-30816-0244279). *4.11
    
    Subscription Agreement between Aurora Metals (BVI) Limited and Billiton E&D 3
B.V., dated January 29, 2001 incorporated by reference to the Form 20-F filed on June
27, 2002 (SEC File No. 000-30816-0244279).*4.12
    
    Option Agreement between Aurora Metals (BVI) Limited and Billiton UK
Resources B.V incorporated by reference to the Form 20-F filed on June 27, 2002 (SEC
File No. 000-30816-0244279).*4.13
    
    License Agreement between Aurora Metals (BVI) Limited, Crystal Coding Limited
and Malcolm Warwick and 650089 B.C. Ltd., dated November 22, 2002 incorporated by
reference to the Form 20-F filed on April 7, 2003 (SEC File No. 000-30816-03641161).*4.14
    
    Mountain View Lease Agreement incorporated by reference to the Form 20-F
filed on June 9, 2004 (SEC File No. 000-30816-04855837).*4.15
    
    First Amending Agreement to the Mountain View Lease Agreement incorporated by
reference to the Form 20-F filed on June 9, 2004 (SEC File No. 000-30816-04855837).*4.16
    
    Basal Zone Lease Agreement incorporated by reference to the Form 20-F filed
on June 9, 2004 (SEC File No. 000-30816-04855837).*




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##### 



4.17
    
    Letter of Intent between Aurora Metals (BVI) Limited and Trend Mining
Company, dated September 20, 2004 incorporated by reference to the Form 20-F filed on
June 30, 2005 (SEC File No. 000-30816-05929631).*4.18
    
    Letter dated November 18, 2004, extending time for completion of joint
venture agreement between Aurora Metals (BVI) Limited and Trend Mining Company, to
December 17, 2004 incorporated by reference to the Form 20-F filed on June 30, 2005
(SEC File No. 000-30816-05929631).*4.19
    
    Letter dated December 17, 2004, extending time for completion of joint
venture agreement between Aurora Metals (BVI) Limited and Trend Mining Company, to
January 14, 2005 incorporated by reference to the Form 20-F filed on June 30, 2005
(SEC File No. 000-30816-05929631).*4.20
    
    Letter dated January 14, 2005, extending time for completion of joint venture
agreement between Aurora Metals (BVI) Limited and Trend Mining Company, to February
18, 2005 incorporated by reference to the Form 20-F filed on June 30, 2005 (SEC File
No. 000-30816-05929631).*4.21
    
    Aurora-Trend Stillwater Venture Agreement, joint venture between Aurora
Metals (BVI) Limited and Trend Mining Company, dated January 1, 2005 incorporated by
reference to the Form 20-F filed on June 30, 2005 (SEC File No. 000-30816-05929631).*4.22
    
    Memorandum of Agreement among Aurora Metals (BVI) Limited, Golden Phoenix
Resources Asia Limited, Penglai City Hexi Gold Mine Limited and Mr. Wang Zhi Qiang,
dated February 20, 2006 incorporated by reference to the Form 20-F filed on July 17,
2006 (SEC File No. 000-30816-06965702). *4.23
    
    Stillwater Complex  Location Map incorporated by reference to the Form
20-F/A filed on June 14, 2007 (SEC File No. 000-30816-07919450). *4.24
    
    Stillwater Complex  Regional Location Map incorporated by reference to the
Form 20-F/A filed on June 14, 2007 (SEC File No. 000-30816-07919450). *4.25
    
    Stillwater Complex, Montana, U.S.A.  Complete Land Status incorporated by
reference to the Form 20-F/A filed on June 14, 2007 (SEC File No. 000-30816-07919450).
*4.26
    
    Stillwater River Area, Montana, U.S.A.  Complete Land Status incorporated by
reference to the Form 20-F/A filed on June 14, 2007 (SEC File No.
000-30816-07919450).*4.27
    
    Settlement Agreement between Trend Mining Company and Aurora Metals (BVI)
Limited.4.28
    
    Arrangement Agreement among Nevoro Inc. and Nevoro Platinum Inc. and Aurora
Metals (BVI) Limited incorporated by reference to the Form SC 13D filed on April 18,
2008 (SEC File No. 005-83971-08764760).*4.29
    
    Voting Agreement between the Aurora Metals (BVI) Limited Shareholder and
Nevoro Platinum Inc. and Nevoro Inc. incorporated by reference to the Form SC 13D
filed on April 18, 2008 (SEC File No. 005-83971-08764760).*




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##### 



4.30
    
    Grid Note between Aurora Metals (BVI) Limited and Nevoro Inc. incorporated by
reference to the Form SC 13D filed on April 18, 2008 (SEC File No.
005-83971-08764760).*11.1
    
    Corporate Governance Principles incorporated by reference to the Form 20-F
filed on June 9, 2004 (SEC File No. 000-30816-04855837).*12.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.12.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.13.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15.1
    
    Information Circular of Aurora incorporated by reference to the Form 20-F
filed on May 14, 2008 (SEC File No. 0001140361-08-012300). *
 
 *
    
    Previously filed 
 SIGNATURES
  AURORA PLATINUM EXPLORATION INC.(Registrant)Date: July 15, 2008
    
    BY:
    
    /s/ William V. Schara

William V. ScharaDirector, President and Chief Executive OfficerDate: July 15, 2008
    
    BY:
    
    /s/ Rimma Tumarkin

Rimma Tumarkin
Chief Financial Officer




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##### 



GLOSSARY OF GEOLOGICAL AND MINING TERMS
  alteration
    
    Changes in the chemical or mineralogical composition of a rock, generally
produced by weathering or hydrothermalsolutions.anhydrite
    
    Anhydrouscalcium sulphate, CaSO4, commonly massive in evaporite beds
and which alters readily to gypsum.anhydrous
    
    Completely without water.anomaly
    
    A geological feature, especially in the subsurface, identified by geology,
geophysics, or geochemicalmeans, which is different from the general surroundings.
See also geochemical anomaly.anorthosite
    
    An igneousrock composed almost entirely of plagioclase feldspar.anticline
    
    A fold, generally convex upward, whose core contains stratigraphicallyolder
rocks.Archaeozoic
    
    The earlier part of Precambrian time, corresponding to Archeanrocks.Archean
    
    Said of the rocks of the Archaeozoic.argillaceous
    
    Composed of or having a large proportion of clay in the composition, e.g.
sedimentaryrocks such as marland shale.Atlas fold belt
    
    The belt of northeast-southwest trending synclinaland anticlinal
foldsin the central-to-northern part of the Atlas System of sedimentarycarbonate
platforms in the northern half of Tunisia.Bahloul Formation
    
    Limestoneformed in Cenomanianto Turoniantime (Middle to Upper
Cretaceousstages).barite
    
    Barium sulphate, BaSO4.bed
    
    Smallest lithostratigraphicunit in sedimentary strata, ranging in thickness
from a centimeter to several meters and with distinguishing characteristics from beds
above and belowcalcite
    
    Calcium carbonate, CaCO3, a common rock-forming mineral and a chief
constituent of limestone.cap-rock
    
    In a salt dome, a body of anhydriteand gypsum, with some minor calciteand
sometimes sulfur, that overlies the salt body.Cenomanian
    
    Series or stage of rock formation in the lower epoch of the Cretaceousperiod of
geological time ranging from 95 to 90 million years in age.




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##### 



chromite
    
    Iron-black to brownish black mineral, FeCr2O4or FeO,
Cr2O3,an ore of chromium.chromitite
    
    Material in minute octahedral crystals, said to have the formula
FeCrO3.clinopyroxene
    
    Any of a group of pyroxenescrystallizing in the monoclinic system, sometimes
with considerabel calcium with or without aluminum and the alkalies.concordant
    
    Said of stratadisplaying parallelism of bedding or structure; structurally
conformable.Cretaceous
    
    Stage in geological time, comprising two epochs, the lower of which ranges from
131 million years to 95 million years in age and the upper of which ranges from 95
million years to 66 million years in age.cut-off grade
    
    The minimum grade of mineral, in units or percentage per ton, assumed for
estimation of overall tons and grade.diapir
    
    A domeor anticlinal foldwhich in sedimentary stratausually contain cores of salt
or shale.dissemination
    
    Scattered distribution of generally fine-grained metalliferous minerals
throughout a rock.dolomite
    
    Calcium magnesium carbonate, CaMg(CO3)2, a common
rock-forming mineral. A sedimentaryrock comprising more than 50% by weight of the
mineral dolomite. Most often associated with and interbedded with limestone.dome
    
    An uplift or anticlinalstructure, circular or elliptical in outline, in
which the rocks dip gently away in all directions.evaporite
    
    A sediment deposited from aqueous solution as a result of extensive or total
evaporation, e.g. anhydrite.fault
    
    A fracture or fracture zone along which there has been displacement of the
sides relative to one another parallel to the fracture.fold
    
    A bend or plication in bedding, foliation, cleavage, or other planar features
in rocks.fluorite
    
    Calcium fluorite, CaF2, a common mineral in veinsand used in glass,
enamel and the manufacture of hydrofluoric acid.formation
    
    A body of rock strata that consists dominantly of a certain lithologictype or
combination of types. A distinct body of igneousor metamorphicrock.gabbro
    
    Dark-colored igneous rock composed of plagioclase feldsparand clinopyroxenewith
minor orthopyroxene.




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##### 



galena
    
    Lead sulfide, PbS, a gray, soft and heavy mineral with perfect cubic cleavage.
Principal source of lead.geochemical anomaly
    
    A concentration of one or more elements in rock, soil, sediments,
vegetation, or water that is markedly different from the normal concentration.graphite
    
    Six-sided carbon crystals, iron-black to dark steel-gray in color; occurring as
crystals, or flakes in veinsor bedded masses, or as disseminationsin metamorphic
rocks.gypsum
    
    Hydrous calcium sulfate, CaSO4.2H2O, commonly in thick
extensive beds with anhydritein evaporites.hanging wall
    
    The wall rock overlying an inclined vein, zone of mineralization or fault.hydrothermal
    
    Of, or pertaining to, the action of hot water, or to the products of this
action, such as mineral deposit precipitated from a hot aqueous solution; hence
hydrothermal alterationof rocks or minerals by the reaction of hydrothermalwater
with pre-existing solid phases.igneous
    
    Said of a rock that solidified from molten or partly molten material, i.e. from a
magma. Igneous rocks constitute one of the three main classes into which rocks are
divided, the others being metamorphicand sedimentary.lens
    
    A body of rock or mineralization which is thick in the middle and thin at the
edges, i.e. double convex in shape.limestone
    
    Sedimentaryrock consisting mainly of calcitewith, or without, magnesium
carbonate (MgCO3).lithology
    
    The description of rocks on the basis of such characteristics as color,
mineralogical composition and grain size. The physical character of a rock.lithostratigraphic
    
    Used to describe a body or unit of rock consisting dominantly of a
certain lithologictype or combination of types.lode mining claim
    
    The most common type of mining claim located on mineral deposits
such as veins, fissures, lodes and disseminated zones of mineralization. A single
lode claim cannot exceed 1,500 feet along the length of the deposit, nor more than 300
feet to either side of the centerline of the deposit.mafic
    
    Said of igneous rock composed mainly of dark ferromagnesian minerals.magnetite
    
    A black, isometric, strongly magnetic, opaque mineral,
(Fe,Mg)Fe2O4.magma
    
    Naturally occurring molten rock material, generated within the earth and
capable of intrusion and extrusion, from which igneous




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##### 



rocks have been derived through solidification and related processes.marl
    
    An earthy or impure argillaceous limestone.metamorphism
    
    The mineralogical, chemical, and structural adjustment of solid rocks to
physical and chemical conditions imposed at depth below the surface zones of
weathering and cementation, which differ from the conditions under which the rocks
originated. Metamorphicrocks have been subjected to marked changes in temperature,
pressure, shearing stress, and chemical environment.mill site claim
    
    Mill site claims up to five (5) acres in area may be located on
non-mineral ground for the purpose of erecting a mill, treatment plant or smelter
facility.Mississippi Valley  type deposit
    
    A stratabounddeposit of lead and/or zinc minerals in carbonate
rocks, e.g., dolomite, limestoneand marl, together with associated
bariteand fluorite.patented mining claim
    
    Patent to a mining claim is issued
by the federal government through the U.S. Bureau of Land Management
(BLM) and title thereto is incontestable after a period of six years. The
requirements for patenting are detailed and precise, covering
verification of physical discovery of a mineral deposit on vacant,
open, unappropriated federal land; official survey in accordance
with government regulations; and submission of the Patent
Application containing specified information, statements, and
affidavits to the BLM state office. Patenting is a long and
arduous process.PGM
    
    Said collectively of the platinum group metals in any combination of
platinum, palladium, rhodium, ruthenium, osmium, and iridium.placer mining claim
    
    Placer mining claims are located over deposits of loose, unconsolidated
material, such as gravel beds, or upon certain consolidated sedimentarydeposits lying
at the surface. A single locator cannot claim more than 20 acres in each placer
claim, but associations of persons may join to locate placer mining claims containing
20 acres for each person to a maximum of 160 acres.plagioclase
feldspar
    
    sodium or calcium aluminum silicates in which two cleavages are
oblique to each other.peneconcordant
    
    Near concordant, i.e. not completely conformable.podiform
    
    A mineralized body of elongate or lenticular shape.Probable (indicated) reserves
    
    As defined by the SEC: Reserves for which quantity and grade
and/or quality are computed from information similar to that used
for proven (measured) reserves, but the sites for inspection,
sampling, and measurements are further apart or are otherwise less
adequately spaced. The degree of assurance, although lower than
that for proven (measured) reserves, is high enough to assume
continuity between points of observation.




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##### 



Proven (measured) reserves
    
    As defined by the SEC: Reserves for which (a) quantity is
computed from dimensions revealed in outcrops, trenches, workings or drillholes; grade and/or quality are computed from
the results of sampling; and (b) the sites for inspection,
sampling and measurement are spaced so closely and the geologic
character is so well defined that size, shape, depth and mineral
content of reserves are well established.pyroxene
    
    A group of rock-forming minerals with the general formula
ABSi2O6 where A may be magnesium (Mg), iron (Fe+2),
calcium (Ca), or sodium (Na), and B is Mg, Fe+2 or aluminum (Al).pyrrhotite
    
    A common red-brown to bronze pseudo-hexagonal mineral, with formulae ranging
from Fe5S6toFe15S16.regional
    
    Over a wide area, as in regional metamorphismaffecting an extensive region, as
opposed to local metamorphismconsiderably more confined.salt dome
    
    A diapirwith a columnar salt plug as its core, a cap-rockof anhydrite
and limestone, and upturned and faulted sedimentary rocks next to the plug.sand
    
    A detrital particle smaller than a granule and larger than a siltgrain,
generally in the range 0.0625 to 1.68 millimeters.sedimentary
    
    Pertaining to or containing sediment, or formed by its deposition.sedimentary-exhalative
(sedex) deposit
    
    Sedex deposits are comprised of base metal sulfides that were
deposited upon the seafloor from metal-bearing fluids that
discharged through a fracture system in the seabed. Sedex
deposits
are typically interbedded with
sedimentaryrocks which is taken as evidence that the sulfides were deposited
simultaneously with these sediments.shale
    
    A fine-grained detrital sedimentaryrock, formed by the compaction of clay,
siltor mud, with particle sizes within the range 0.00006 to 0.053 millimeters.silt
    
    A detrital particle finer than sand, and coarser than clay, commonly in the
range 0.0039 to 0.0625 millimeters.slip
    
    Relative displacement of formerly adjacent points on opposite sides of a
faultmeasured in the faultsurface.sphalerite
    
    Zinc sulfide, ZnS, the most common mineral of zinc.stope
    
    A stope is an underground excavation from which ore is extracted.strata
    
    Plural of stratum.stratabound
    
    Said of a mineral deposit confined to a single stratigraphicunit.




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##### 



stratiform
    
    Said of a type of stratabounddeposit in which mineralization constitutes, or is
coextensive with, one or more rock layers.stratigraphy
    
    The science of rock strata, concerned with all characteristics and attributes
of rocks as strata; and their interpretation in terms of modes of origin and
geological history.stratum
    
    A layer, or bed, of sedimentaryrock, visibly separable from other layers above and
below.strike
    
    The direction of a structural surface as it intersects the horizontal.strike-slip fault
    
    A faulton which the displacement is parallel to the strikeof the fault.solution cavity
    
    An opening formed by chemical weathering, e.g. removal of calcium carbonate
in limestoneby carbonic acid derived from rainwater and carbon dioxide in the
atmosphere.sulfide
    
    A mineral compound characterized by the linkage of sulfur with a metal, e.g. iron
to form pyrite, FeS2; or lead to form galena, PbS.surficial
    
    Pertaining to or lying in or on the surface of the earth.syncline
    
    A fold,generally concave upwards, whose core consists of stratigraphically
younger rocks.synsedimentary
    
    Said of sedimentarydeposits in which the minerals formed contemporaneously
with the enclosing rock.Triassic
    
    The first period of the Mesozoic era of age between 250 and 204 million years.tunnel site claim
    
    A tunnel site claim measures from the portal up to 3000 feet along the
projected course of the tunnel, and up to 1,500 feet on either side of the tunnel.Turonian
    
    Stage in the Upper Cretaceous period of age between 88 and 91 million years.ultramafic
    
    Said of an igneous rock composed chiefly of maficminerals.unpatented claim
    
    May refer to four types of claims: lode mining, placer mining, mill site,
or tunnel site. The validity of a claim depends upon compliance with all applicable
federal and state mining laws. A specific requirement is to file precise required
documents and payment of $100 per claim with the U.S. Bureau of Land Management
(BLM) each year otherwise the claim(s) will be automatically and irretrievably
voided.vein
    
    Mineral filling of a fault or other fracture in tabular or sheet-like form.