UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F

     ( )  REGISTRATION  STATEMENT  PURSUANT  TO  SECTION  12(b)  OR  (g) OF THE
     SECURITIES  EXCHANGE  ACT  OF  1934
                                       OR
     (X)  ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(D) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934
     FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2002
                                       OR
     ( )  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.

                         Commission File Number: 0-30816
                           AURORA METALS (BVI) LIMITED
             (Exact name of Registrant as specified in its charter)

                             BRITISH VIRGIN ISLANDS
                 (Jurisdiction of Incorporation or Organization)

       P.O. BOX 3711 STATION TERMINAL, 349 WEST GEORGIA STREET, VANCOUVER,
                        BRITISH COLUMBIA, CANADA V6B 3Z1
                     (Address of Principal executive office)

Securities  registered or to be registered pursuant to Section 12(b) of the Act:
NOT  APPLICABLE

Securities registered or to be registered pursuant to Section 12(g) of the Act:
COMMON SHARES, PAR VALUE $0.01 PER SHARE.
(Title of each class)
NASD OTC BULLETIN BOARD
(Name of each exchange on which registered)

Securities  for  which there is a reporting obligation pursuant to Section 15(d)
of  the  Act:  NONE

Number  of  outstanding shares of each of the Registrant's classes of capital or
common  stock  as  of  the  close  of  the  period covered by the annual report:
15,819,126  COMMON  SHARES,  PAR  VALUE  $0.01  PER  SHARE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days:  YES  [ X ]    NO  [   ]

Indicate by check mark which financial statement item the Registrant has elected
to  follow:
Item  17  X  Item  18
         ---

(APPLICABLE  ONLY  TO  REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST  FIVE  YEARS)

Indicate  by  check  mark  whether  the  Registrant  has filed all documents and
reports  required  to  be  filed  by  Section  12, 14 or 15(d) of the Securities
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.  NOT  APPLICABLE


                                  Page 1 of 36
<PAGE>
                               TABLE OF CONTENTS

PART I

     GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     FORWARD LOOKING STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . 3
     CURRENCY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

     ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS . . . . . 3
     ITEM 2.   OFFER STATISTICS AND EXPECTED TIMETABLE . . . . . . . . . . . . 3
     ITEM 3.   KEY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 3
     ITEM 4.   INFORMATION ON THE COMPANY. . . . . . . . . . . . . . . . . . . 6
     ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS. . . . . . . . . .13
     ITEM 6.   DIRECTORS AND SENIOR MANAGEMENT AND EMPLOYEES . . . . . . . . .16
     ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS . . . . . . .21
     ITEM 8.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . .22
     ITEM 9.   THE OFFER AND HISTORY . . . . . . . . . . . . . . . . . . . . .22
     ITEM 10.  ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . . . . .23
     ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
               RISK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
     ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES. . . . .25

PART II

     ITEM 13.  DEFAULTS, DIVIDENDS, ARREARAGES AND DELINQUENCIES . . . . . . .25
     ITEM 14.  MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS AND
               USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . .25
     ITEM 15.  (RESERVED). . . . . . . . . . . . . . . . . . . . . . . . . . .25
     ITEM 16.  (RESERVED). . . . . . . . . . . . . . . . . . . . . . . . . . .25

PART III

     ITEM 17.  FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . .25
     ITEM 18.  FINANCIAL STATEMENTS (NOT APPLICABLE) . . . . . . . . . . . . .25
     ITEM 19.  FINANCIAL STATEMENTS AND EXHIBITS . . . . . . . . . . . . . . .25

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29

APPENDIX A TO PART I, ITEM 4.

GLOSSARY OF GEOLOGICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . .33


                                  Page 2 of 36
<PAGE>
PART I

GENERAL INFORMATION

FORWARD-LOOKING STATEMENTS

The information presented in or incorporated by reference in this report
includes both historical information and "forward-looking statements" (within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) relating to the future results of Aurora Metals
(BVI) Limited (the "Company") (including projections and business trends), which
involve risks and uncertainties. Except where the context indicates otherwise,
"Company" and "Aurora Metals" means Aurora Metals (BVI) Limited.

Numerous factors could cause actual results to differ materially from those in
the forward-looking statements, including without limitation the risk that
actual reserves may vary considerably from estimates presently made, the impact
of metals prices and metal production volatility, the concentration of the
Company's operations and assets in Tunisia, regulatory, political and economic
risks associated with Tunisian operations, the Company's ability to obtain
additional funding for future exploration of the Tunisian properties, its
dependence upon the abilities and continued participation of certain key
employees, and the risks normally incident to the operation and exploration of
mining properties.

Investors are cautioned not to put undue reliance on forward-looking statements,
and should not infer that there has been no change in the affairs of the Company
since the date of this report that would warrant any modification of any
forward-looking statement made in this document or other documents filed
periodically with securities regulators. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by this notice. The Company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or otherwise.

CURRENCY

All dollar references are to United States dollars unless indicated.


ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable.


ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.


ITEM 3. KEY INFORMATION

(A)  SELECTED FINANCIAL DATA

The Company has not generated any operating revenues to date. Since
incorporation it has been inactive as far as mining activities are concerned.
The Company's plans, funding requirements, sources and alternatives relating
thereto are presented and discussed in Item 9. "Management's


                                  Page 3 of 36
<PAGE>
Discussion and Analysis of Financial Condition and Results of Operations". Any
selected data presented here will be merely repetition of that contained within
the financial statements under Part IV hereof and not necessarily indicative of
the future results of operations or financial performance of the Company.

The following table sets forth, for the periods and the dates indicated,
selected financial data for the Company. This information should be read in
conjunction with the Company's Audited Financial Statements and Notes thereto
for the period ended December 3, 2002 and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere herein.

The selected financial data provided below are not necessarily indicative of the
future results of operations or financial performance of the Company. To date
the Company has not paid any dividends on the Common Shares and it does not
expect to pay dividends in the foreseeable future.

The Financial Statements of the Company have been prepared in accordance with
accounting principles generally accepted in United States ("US GAAP").

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                       FINANCIAL DATA SCHEDULE
--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------
Period Type                12 Months      12 Months      12 Months      12 Months      12 Months
--------------------------------------------------------------------------------------------------
<S>                      <C>            <C>            <C>            <C>            <C>
Fiscal Year End          Dec 31, 2002   Dec 31, 2001   Dec 31, 2000   Dec 3, 1999    Dec 31, 1998
--------------------------------------------------------------------------------------------------
Period Start             Jan 01, 2002   Jan 01, 2001   Jan 01, 2000   Jan 01, 1999   Jan01, 1998
--------------------------------------------------------------------------------------------------
Period End               Dec 31, 2002   Dec 31, 2001   Dec 31, 2000   Dec 31, 1999   Dec 31, 1998
--------------------------------------------------------------------------------------------------
Current Assets                 32,486        154,872            500            500            500
--------------------------------------------------------------------------------------------------
Total Assets                   32,486        154,872            500            500            500
--------------------------------------------------------------------------------------------------
Current Liabilities             2,268        174,342        425,405          5,780          4,268
--------------------------------------------------------------------------------------------------
Common Stock                  158,191        142,441        130,000        130,000        130,000
--------------------------------------------------------------------------------------------------
Other                        (127,973)      (161,911)      (554,905)      (135,280)      (133,768)
--------------------------------------------------------------------------------------------------
Total Liability and
Equity                         32,486        154,872            500            500            500
--------------------------------------------------------------------------------------------------
Other Expenses                227,812        568,694        419,625          1,512          2,013
--------------------------------------------------------------------------------------------------
Income Pretax                (227,812)      (568,694)      (419,625)        (1,512)        (2,013)
--------------------------------------------------------------------------------------------------
Income Continuing            (227,812)      (568,694)      (419,625)        (1,512)        (2,013)
--------------------------------------------------------------------------------------------------
Discontinued                        0              0              0              0              0
--------------------------------------------------------------------------------------------------
Net Income                   (227,812)      (568,694)      (419,625)        (1,512)        (2,013)
--------------------------------------------------------------------------------------------------
EPS Primary                      0.01           0.04          (0.03)         (0.00)         (0.00)
--------------------------------------------------------------------------------------------------
EPS Diluted                      0.01           0.04          (0.03)         (0.00)         (0.00)
--------------------------------------------------------------------------------------------------
Common Shares
Issued and
Outstanding                15,819,126     14,244,126     13,000,000     13,000,000     13,000,000
--------------------------------------------------------------------------------------------------
</TABLE>


(B)  REASONS FOR THE OFFER AND USE OF PROCEEDS

     Not applicable.


                                  Page 4 of 36
<PAGE>
(C)  REASONS FOR THE OFFER AND USE OF PROCEEDS

     Not applicable.

(D)  RISK FACTORS

     (i)     REGULATION OF MINING ACTIVITY

     The Company's interests in its projects will be subject to various laws and
     regulations concerning exploration, production, taxes, labor standards,
     environmental protection, mine safety and other matters. In addition, new
     laws or regulations governing operations and activities could have a
     material adverse impact on the Company.

     In Tunisia, the Company's exploration activities are subject to the
     Tunisian Mining Laws decreed on January 1, 1953 ("Decret du 1st Janvier
     1953 sur Les Mines"), which are administered by the Director General of
     Mines ("Directeur G n ral des Mines" - "DGM") under the Ministry of
     Industry ("Ministere de l'Industrie"). The Mining Laws cover general terms
     and conditions, exploration permits, mining permits and property,
     relationships between permit holders and landowners, financial terms,
     surveillance by the administration, jurisdiction and penalties.

     (ii)    FOREIGN COUNTRIES AND REGULATORY REQUIREMENTS

     Mineral exploration, and mining activities on the Company's properties may
     be affected in varying degrees by political stability, and the policies of
     other nations. Any changes in regulations or shifts in political conditions
     are beyond the control of the Company and may adversely affect its
     business. Operations may be affected by government laws and regulations or
     the interpretations thereof, including those with respect to export
     controls, expropriation of property, employment, land use, water use,
     environmental legislation and mine safety. Operations may be also affected
     by political and economic instability, confiscatory taxation, restriction
     on currency conversions, imports and sources of supplies, the expropriation
     of private enterprises, economic or other sanctions imposed by other
     nations, terrorism, military repression, crime, and extreme fluctuations in
     currency exchange rates and high inflation and which may it more difficult
     for the Company to raise funds for the development of its mineral interests
     in some countries.

     In Tunisia, the Company is subject to regulations relating to business,
     taxation, mining and the environment. With regard to business activities
     and taxation, the Company has a registered branch, Aurora Metals (BVI)
     Tunisia, which became effective from July 22, 2000, and is in compliance
     with commercial and taxation requirements through Tunisian legal and
     accounting services. Regulations with regard to exploration and mining are
     discussed in (i) above and for environmental matters in (iv) below.

     In the Province of British Columbia, Canada, the Company has a wholly-owned
     subsidiary, Crystal Coding Limited, effective from June 6, 2002 which is in
     compliance with the rules and regulations of the Company Act of that
     province.

     (iii)   COMPETITION

     Many companies are engaged in the exploration of mineral properties. The
     Company encounters strong competition from other mining companies in
     connection with the acquisition of properties producing or capable of
     producing lead and zinc. Many of these companies have substantially greater
     technical and financial resources than the company and thus the Company may
     be at a disadvantage with respect to some of its competitors.


                                  Page 5 of 36
<PAGE>
     The marketing of minerals is affected by numerous factors, many of which
     are beyond the control of the Company. Such factors include the price of
     the mineral in the marketplace, imports of minerals from other nations, the
     availability of adequate refining and processing facilities, the price of
     fuel, electricity, labor, supplies and reagents and the market price of
     competitive minerals. In addition, sale prices for many commodities are
     determined by world market forces or are subject to rapid and significant
     fluctuations that may not necessarily be related to supply or demand or
     competitive conditions that in the past have affected such prices.
     Significant price movements in mineral prices over short periods of time
     may be affected by numerous factors beyond the control of the Company,
     including international economic and political trends, expectations of
     inflation, currency exchange fluctuations (specifically, the U.S. dollar
     relative to other currencies), interest rates and global or regional
     consumption patterns, speculative activities and increased production due
     to improved mining and production methods. The effect of these factors on
     the price of minerals and, therefore, the economic viability of any of the
     Company's projects cannot accurately be predicted. As the Company is in the
     exploration stage, the above factors have had no material impact on
     operations or income.

     (iv)    ENVIRONMENTAL REGULATIONS

     All phases of the Company's operations in Tunisia are subject to that
     country's environmental regulations. ("Textes Reglementant l'Environnement
     en Tunisie, Septembre 1994") which are administered by the Ministry for
     Environment and Development ("Ministere de l'Environnment et de l'Am
     nagement du Territoire").

     The Company initiated an Environmental Impact Assessment ("EIA") on the
     likely areas to be affected by the drilling program. The EIA was submitted
     to the Director General ("Le Directeur G n ral de l'Agence Nationale de
     Protection de l'Environnement") on June 6, 2001. Approval was received on
     August 4, 2001.


ITEM 4.  INFORMATION ON THE COMPANY

(A)  HISTORY AND DEVELOPMENT OF THE COMPANY

The Company was incorporated under the International Business Companies Act of
the British Virgin Islands on June 17, 1997, as a wholly-owned subsidiary of
Aurora Gold Corporation ("Aurora Gold"). The Company has no subsidiaries.

The Company was formed for the purpose of the location, acquisition and
exploration of mineral properties in jurisdictions other than Canada and the
United States of America. The Company was inactive until May 18, 2000.

While the Company's primary objective is to explore for base metals there is no
assurance that commercially viable mineral deposits will be identified through
the Company's exploration activities. The Company's other objectives are to
locate, evaluate, and acquire other mineral properties and resource-related
opportunities, and to finance further exploration and/or development thereof,
through equity financing, by way of joint venture or option agreements or
through a combination of both.

     EVENTS 2000 TO 2002 - SPIN-OFF OF COMPANY - AGREEMENTS WITH SUBSIDIARIES OF
     BILLITON PLC

     Aurora Gold, the Company's former parent, negotiated a letter of intent,
     dated February 25, 2000 with Billiton UK Resources B.V. ("BBV"), a
     wholly-owned subsidiary of Billiton


                                  Page 6 of 36
<PAGE>
     plc). The letter of intent provided for completion of an agreement under
     which BBV would provide $600,000, through the purchase of 857,143 shares at
     $0.70 per share, for the exploration of certain Exploration Permits then
     held by Aurora Gold in Tunisia. The letter of intent provided that Aurora
     Gold must change its corporate domicile from Delaware to a non-US
     jurisdiction.

     Aurora Gold proposed to BBV that the rights of the Exploration Permits in
     Tunisia be assigned to the Company; that Aurora Gold then spin-off the
     Company's shares to Aurora Gold's shareholders; and BBV would then invest
     directly into the Company. BBV agreed to the proposal and on May 18, 2000,
     Aurora Gold transferred to the Company, a 100% interest in six (6)
     Exploration Permits in Tunisia, which it held under Option Agreements with
     High Marsh Holdings Limited ("High Marsh" - "High Marsh Option Agreements")
     and a 100% interest in the ten (10) Exploration Permits in the Kebbouch
     District ("Kebbouch District Exploration Permits"), Northern Tunisia.

     Aurora Gold also assigned to the Company its interest in the Letter of
     Intent between Aurora Gold and BBV for the funding of the exploration on
     the eleven (11) contiguous Exploration Permits comprising Hammala and the
     Kebbouch District Exploration Permits. In September and October 2000, the
     Company discontinued options on five (5) of the Exploration Permits with
     High Marsh, retaining only the option for the Hammala Exploration Permit.

     Two agreements were subsequently prepared; a Subscription Agreement between
     the Company and Billiton E&D 3 B.V., a wholly-owned subsidiary of Billiton
     plc, covering the investment in the Company, and an Option Agreement
     between the Company and BBV, both of which were signed on January 29, 2001.
     The Option Agreement formed a schedule to the Subscription Agreement and
     vice versa.

     Closing took place on February 8, 2001 in which the Company received
     $600,000 from Billiton E&D 3 B.V. for 857,147 common shares at $0.70 each.
     A purchase warrant was attached to each common share, originally
     exercisable for one year at $0.85 per share, for further possible proceeds
     of $728,571. As a consequence to delays to exploration activities the date
     was subsequently extended to August 8, 2002.

     On February 16, 2001, Aurora Gold received advice from the Securities and
     Exchange Commission ("SEC") that the Company's Form 20-F Registration
     Statement had achieved a "No Comment" position. On March 6, 2001,
     Westminster Securities Corporation, on behalf of the Company, filed with
     the National Association of Securities Dealers ("NASD") for listing to
     trade "Over-the-Counter" ("OTC") on the Bulletin Board ("BB"). Approval was
     received from the NASD on May 11, 2001 and the Company's shares began
     trading in June 2001 under the symbol "AURMF".

     On March 9, 2001 Aurora Gold distributed 12,873,943 shares of the Company
     to shareholders of Aurora Gold of record on June 15, 2000 as a stock
     dividend. Aurora Gold returned 126,857 shares of the Company's common stock
     back to the Company for cancellation. The 13,000,000 shares of common stock
     of the Company issued by Aurora Gold represented the entire outstanding and
     issued common stock of the Company. As a result of the distribution of the
     Company's shares to Aurora Gold's shareholders, the Company ceased to be a
     subsidiary of Aurora Gold.

     On March 9, 2001 the Company had 13,731,086 common shares outstanding and
     857,143 share purchase warrants outstanding as a result of Aurora Gold
     having returned 126,057 common shares of the Company for cancellation and
     the issuance of 857,143 common shares to Billiton E & D 3 B.V. for the
     private placement which closed on February 8,


                                  Page 7 of 36
<PAGE>
     2001. On December 31, 2001 the Company had 14,244,126 common shares and
     857,143 share purchase warrants outstanding.

     The results from exploration activities in Tunisia during 2001 and early
     2002 did not indicate the presence of economic mineralization and on August
     8, 2002, Billiton E&D 3 B.V. advised the Company that it was not exercising
     the purchase warrants and hence BBV did not exercise its First Option under
     the Option Agreement. The Subscription Agreement and Option Agreement
     therefore lapsed on that date.

     EVENTS 2002 - SUBSIDIARY CRYSTAL CODING LIMITED - GEM IDENTIFICATION AND
     VERIFICATIOn

     On March 28, 2002 entered into a Preliminary Agreement with Malcolm Warwick
     , a Canadian citizen, regarding gem identification and verification
     technology. The terms of the Preliminary Agreement included funding of the
     preparation and filing of patents associated with the technology; payments
     to the individual to a maximum of $24,000 in Canadian currency ("$CDN")
     over six months; and negotiation and completion of a Licence Agreement for
     the technology with the Company with royalty considerations embodied
     therein.

     On April 19, 2002, the Company completed a private placement of $150,000
     for 750,000 common shares at $0.20 per share. A purchase warrant is
     attached to each common share, exercisable for one year at $0.40 per share,
     for further possible proceeds of $300,000. The proceeds of the private
     placement were primarily to advance the gem identification and verification
     technology.

     In conjunction with the development of the gem identification and
     verification technology, the Company acquired a shelf company registered in
     British Columbia, Canada. The shelf company was renamed Crystal Coding
     Limited, effective from June 6, 2002, and is a wholly-owned subsidiary of
     Aurora Metals.

     On November 22, 2002, the Company and its subsidiary Crystal Coding
     Limited, entered into a Licence Agreement with Malcolm Warwick and 650089
     B.C. Ltd., a British Columbia company held by Mr. Warwick. The Licence
     Agreement grants an exclusive, world-wide, royalty-bearing license to
     practise, and license to others, the intellectual property associated with
     the gem identification and verification, and improvements relating thereto.
     Terms of the Licence Agreement include a Licence Fee of $CDN25,000 of which
     $CDN5,000 was paid on signing and $CDN20,000 is payable on completion and
     acceptance of certain pre-requisites by the parties ("Royalty Calculation
     Date"). The Royalty Calculation Date had not been established at the date
     of this filing.

     Royalties payable in the first year commencing on the Royalty Calculation
     Date, are whichever is the greater of the Minimum Royalty of $CDN75,000 and
     25% of gross revenue received on the first $CDN400,000 and 10% on the
     incremental gross revenue exceeding $CDN400,000.

     On December 31, 2002 the Company had outstanding 15,819,126 common shares,
     750,000 share purchase warrants, and 1,150,000 options.

(B)  BUSINESS OVERVIEW

     THE HIGH MARSH OPTION AGREEMENT

     The High Marsh Option Agreement for Hammala was signed on January 20, 2000.
     The Effective Date, as defined in the agreement, was subsequently agreed as
     May 15, 2000.


                                  Page 8 of 36
<PAGE>
     Payments due under the High Marsh Option Agreement for Hammala commenced
     with $5,000 on the Effective Date of May 15, 2000, payment was made on
     February 16, 2000. The second and third payments of $10,000 and $15,000
     were made on May 15, 2001 and May 15, 2002, respectively, as per the
     agreement. Additional cash payments of $20,000 and $25,000 are due on, May
     15, 2003, and May 15, 2004, respectively, for total option payments of
     $75,000.

     The High Marsh Option Agreement for Hammala requires work commitments to be
     completed by the following anniversaries of the Effective Date: May 15,
     2001 -$50,000; May 15, 2002 -$50,000; May 15, 2003 -$75,000; May 15, 2004
     -$150,000; and May 15, 2005 -$175,000; for a total work commitment of
     $500,000.

     The Company expended $397,626 by December 31, 2002 thus exceeding the
     aggregate work commitments beyond May 15, 2004.

     The expiry date of the initial three-year term of the Hammala Exploration
     Permit was June 29, 2001. An application for an extension of three years
     was filed with the Directeur G n ral des Mines ("DGM") by HMHL and formal
     notice of the granting of the extension was published in the Journal
     Officiel de la R publique Tunisienne, No. 56, July 13, 2001.

     The High Marsh Option Agreement allows for royalties of 2% Net Smelter
     Return ("NSR"- actual proceeds received from a smelter for material
     delivered thereto after deduction of transportation costs from the shipping
     point to the smelter) on commencement of commercial production. The NSR on
     the Exploration Permit can be reduced to 1% by cash payment of $1.0
     million. Advance royalties of $25,000 per annum are payable for each
     Exploration Permit, after vesting of the properties through compliance with
     cash payments and work commitments, until commercial production is
     established.

     KEBBOUCH DISTRICT EXPLORATION PERMITS - AREA AND LOCATION

     The ten (10) Kebbouch District Exploration Permits were formally granted to
     Aurora Gold by publication in the Journal Officiel de la R publique
     Tunisienne on May 26, 2000 and transferred to the Company June 23, 2001
     under notices published in the Journal Officiel de la R publique Tunisienne
     on August 24, 2001. The Exploration Permits were granted for a period of
     three (3) years with a common expiry date of May 16, 2003. The ten (10)
     Exploration Permits, contiguous with the Hammala Exploration Permit,
     together cover a total area of 42.14 square kilometers, and are located
     approximately 150 kilometers southwest of Tunis between the town of El Krib
     and the city of Le Kef. National Highway No. 5, which links Tunis and Le
     Kef, passes within about two kilometers of the property.

     The Company was granted two (2) additional Exploration Permits, El Hamri
     and Er Rosfa, each four square kilometers in area, under notices published
     in the Journal Officiel de la R publique Tunisienne, both effective July
     30, 2002 with expiry date of July 29, 2005. The total area held by the
     Company was thus increased to 50.14 square kilometres.

     On March 15, 2003, 60 days prior to the expiration date, in accordance with
     the Tunisian Mining Laws, the Company filed applications for renewal of
     five (5) of the original ten (10) Exploration Permits. The other five (5)
     Exploration Permits will be allowed to lapse leaving the Company with a
     total of seven (7), contiguous with Hammala, together covering an area of
     30.14 square kilometers. The seven (7) Exploration Permits, Koudiat Sidi
     Amor, Koudiat ed Diss, Koudiat el Hamra, Ain Djonane ed Dar, Henchir el
     Goussat, El Hamri and Er Rosfa constitute After Acquired Properties under
     the terms of the High Marsh Option Agreement and are subject to the terms
     of said agreement.


                                  Page 9 of 36
<PAGE>
     LE KEF GROUPE DE LE'EST EXPLORATION PERMITS

     Four (4) contiguous Exploration Permits known as Hafs, Mena , Zag et Tir
     and Slima were granted to the Company on October 2, 2001 with formal
     notices published in the Journal Officiel de la R publique Tunisienne, No.
     81, on October 9, 2001. The Exploration Permits, each four square
     kilometers, are located approximately 40 kilometers northwest of the city
     of Le Kef. No work was carried out on these Exploration Permits during
     2002.

     EXPLORATION

     During the early part of 2002, the Company conducted its exploration
     operations from a base at Le Kef, Tunisia and concentrated its activities
     on exploration in Northern Tunisia.

     A drilling program, abbreviated from that previously envisaged, commenced
     in late-December 2001 and was completed in January 2002. Seven (7) holes,
     totalling 1,291 meters, were completed on the Hammala, Koudiat Sidi Amor
     and Koudiat Ed Diss Exploration Permits.

     Direct acquisition and exploration expenditures by the Company on the
     Tunisian Exploration Permits in the year ended December 31, 2002, were
     $93,977 (December 31, 2001, $295,117; December 31, 2000, $239,614). Mineral
     property acquisition costs on the Tunisian Exploration Permits in the year
     ended December 31, 2002, were $16 (December 31, 2001, $10,307; December 31,
     2000, $15,000).

     HAMMALA AND KEBBOUCH DISTRICT EXPLORATION PERMITS - GEOLOGY

     The Exploration Permits are located in the "Zone des D mes", a southwest -
     northeast striking belt of Triassic salt domes and diapirs intruded into
     Cretaceous carbonates. The zone is the central part of the Atlas fold belt
     in Tunisia, and is approximately 250 kilometers long by 80 kilometers wide.
     Most of the past zinc producers and the three currently producing mines are
     located in the Zone des D mes.

     Zinc and lead mineralization, as sphalerite (ZnS) and galena (PbS),
     accompanied by barite and fluorite, occurs in marls and dolomitic
     limestones. The deposits are, in the main, structurally controlled and
     located on the flanks of the southwest - northeast trending Triassic
     diapirs where these have been cut by north-northwest trending strike-slip
     faults. The deposits include lenses and veins along the flanks and in the
     cap-rocks of the diapirs, stratabound disseminations in adjacent limestones
     and marls, and replacements and fill, in solution cavities (karsts).

     The Bahloul Formation, limestone formed in the Cenomanian to Turonian time
     (Middle to Upper Cretaceous stages), is an important formation for
     exploration within Northern Tunisia. The formation, between 30 and 50
     meters thick, is organic-rich and known to host stratiform lead-zinc
     mineralization with extensive disseminated mineralization within the
     hanging wall rocks. The Kebbouch District was considered highly prospective
     for the discovery of high grade zinc mineralization of
     sedimentary-exhalative ("sedex") origin associated with the limestone/marl
     of the Bahloul Formation.

     The Exploration Permits held by the Company in the Kebbouch District are
     known as Hammala, Koudiat Sidi Amor, Koudiat ed Diss, Koudiat el Hamra,
     Sidi Nasseur, Henchir el Goussat, Aine Djonane ed Dar, Oued el Harriga, El
     Gourine, Sidi Ahmed Bou Lahia, Griane, El Hamri and Er Rosfa. With the
     exception of Koudiat ed Diss which is L-shaped and 2.14 square kilometers,
     the Exploration Permits are square with sides of two (2) kilometers and
     oriented north-south/east west in accordance with the Tunisian Mining Law.


                                  Page 10 of 36
<PAGE>
     The Company has applied for renewal of Koudiat Sidi Amor, Koudiat ed Diss,
     Koudiat el Hamra, Aine Djonane ed Dar and Henchir el Goussat for a further
     three years after expiry of the initial period on May 15, 2003. Sidi
     Nasseur, Oued el Harriga, El Gourine, Sidi Ahmed Bou Lahia and Griane will
     be allowed to expire.

     The Exploration Permits cover the crescent-shaped Triassic diapir, known as
     Djebel Kebbouch, where Cenomanian-Turonian rocks, including the Bahloul
     Formation, are common.

     HAMMALA, KOUDIAT SIDI AMOR AND KOUDIAT ED DISS EXPLORATION PERMITS -
     EXPLORATION AND CORE DRILLING

     In 2001, geological mapping and geochemical sampling on the adjacent
     Exploration Permits, Hammala, Koudiat Sidi Amor and Koudiat Ed Diss in the
     southwestern corner of Djebel Kebbouch identified five (5) areas
     significantly anomalous in zinc.

     A core drilling program of seven (7) holes totalling 1,290.82 m was drilled
     between December 22, 2001 and January 12, 2002. NTW and BTW core sizes, 57
     millimeters and 42 millimeters in diameter, respectively, were used.

     HAMMALA EXPLORATION PERMIT - DETAILS OF DRILLING

     Five (5) holes were drilled to test the Bahloul Formation over a strike
     length of approximately 400 meters, as described below:

          HOLE NOS. K-1 AND K-2 were drilled from the same position, 4007650N
          490752E, at Hammala Village.

          HOLE NO. K-1, bearing 90 at declination of 60, and 300.22 meters in
          depth, intersected the Bahloul Formation from 44.50 meters to 81.80
          meters, a down hole length of 37.30 meters. Assays for the total
          intersection were 0.31% lead ("Pb"), <0.2 grams per tonne of silver
          ("g/t Ag") and 0.26% zinc ("Zn"), including 1.0 meter at 0.31% Pb, 1.1
          g/t Ag, 2.02% Zn from 54.50 meters to 55.50 meters, and 3.05 meters of
          3.08% Pb, 0.2 g/t Ag, 0.72% Zn from 76.30 meters to 79.35 meters. HOLE
          NO. K-2, bearing 90 at declination of 85, and 100.63 meters in depth,
          intersected the Bahloul Formation from 59.15 meters to 97.90 meters, a
          down-hole length of 38.75 meters. Assays for the total intersection
          were 0.03% Pb, <0.2 g/t Ag and 0.23% Zn. The highest zinc assays were
          0.52% over 4.10 meters from 68.50 meters to 71.60 meters, and 0.50%
          over 3.05 meters between 80.75 meters and 83.80 meters.

          HOLE NO. K-3 was drilled at 4007805N 490700E at Hammala Village. The
          hole, on a bearing of 90 at declination of 45, to a depth of 246.89
          meters, intersected the Bahloul Formation from 138.70 meters to 175.30
          meters, a down hole length of 36.60 meters. Assays for the total
          intersection were 0.01% Pb, <0.2 g/t Ag and 0.09% Zn with the highest
          zinc assay being 0.20%.

          HOLE NOS. K-5 AND K-6 were drilled from the same position, 4007403N
          490634E, behind the Maison Forrestiere at Hammala Village.

          HOLE NO. K-5, at declination of 90, to a depth of 137.16 meters,
          intersected the Bahloul Formation from 94.20 meters to 126.60 meters,
          a down hole length of 32.40 meters. Assays for the total intersection
          were 0.01% Pb, <0.2 g/t Ag and 0.44% Zn, including 1.6 meters at 0.06%
          Pb, <0.2 g/t Ag, 2.32% Zn from 100.50


                                  Page 11 of 36
<PAGE>
          meters to 102.10 meters, and 1.55 meters of 3.08% Pb, 0.2 g/t Ag,
          0.72% Zn from 105.15 meters to 106.70 meters.

          HOLE NO. K-6, bearing 140, at declination of 60, to a depth of 89.91
          meters, intersected the Bahloul Formation from 48.65 meters to 77.40
          meters, a down hole length of 30.95 meters. Assays for the total
          intersection were 0.26% Pb, <0.2 g/t Ag and 0.65% Zn, including 2.9
          meters at 1.86 % Pb, 0.75 g/t Ag, 4.15% Zn from 61.10 meters to 64.40
          meters.

     KOUDIAT SIDI AMOR EXPLORATION PERMIT - DRILLING

     One (1) hole was drilled to test the Cretaceous-Transition Zone-Triassic
     contacts and the possibility of the Bahloul Formation existing beneath the
     Triassic. The Transition Zone is considered to be of probable middle to
     upper Cretaceous age and probably diachronous, simply being the first
     post-Triassic rocks to have been deposited upon the Triassic basement.

          HOLE NO. K-7 was drilled at 4007000N 490588E, at Grande Descenderie,
          approximately 300 meters south of Hole Nos. K-5 and K-6. The hole was
          drilled to a depth of 292.60 meters, bearing 90 at declination of 60,
          and passed from the Cretaceous into the Triassic from 75.18 meters to
          230.10 meters. The Triassic was weakly mineralized throughout, with
          the highest grade zinc section of 2.70 meters between 155.30 meters
          and 158.00 meters, which assayed 0.28% Pb, <0.2 g/t Ag and 3.02% Zn.

     KOUDIAT ED DISS - DRILLING

     One (1) hole was drilled at the southwestern corner of Koudiat ed Diss with
     the objective of testing for the presence of the Bahloul Formation.

          HOLE NO. K-8 was drilled at 4005402N 492210E, at Majembia Sud to a
          depth of 120.39 meters, due north, declined at 60. The collar of the
          hole was in Cenomanian and remained in that age rock over the length
          of the hole, i.e., the hole was drilled parallel to the formation, did
          not intersect the Bahloul Formation nor any base metal mineralization.

     RESULTS AND FUTURE WORK

     The intercepts in the holes drilled into the Bahloul Formation, Hole Nos.
     K-1, K-2, K-3, K-5 and K-6, and that into the Triassic-Cretaceous contact
     zone, Hole No. K-7, showed mineralization in base metals but not of
     economic significance at the horizons tested, i.e., 100 meters to 200
     meters below the surface.

     The sources of high zinc anomalies from the geochemical sampling programs
     appear to be contamination from old workings and dumps and transport of
     weathered mineralization over large areas, despite all steps taken to
     discount these effects in the sampling procedures.

     As a consequence, it is apparent that there is greater potential for
     discovery of a body of mineralization akin to the Bou Grine deposit located
     approximately 20 kilometers east of Hammala and currently being mined by an
     international company. Such mineralization would be within the Bahloul
     Formation and the Transition Zone and have the Mississippi Valley-type
     rather than large sedex-type mineralization. The implication is that such a
     deposit may be some 200 meters deeper and, based on the dip of the Bahloul
     Formation encountered in the drilling program, further west.


                                  Page 12 of 36
<PAGE>
     Future work may consist of more intense geological and structural mapping
     and interpretation of the areas of interest to identify synsedimentary
     faults, and geophysical surveying to enable refinement of targets in the
     Bahloul Formation and the Transition Zone before any further drilling is
     planned. This future work will be dependent on improvement in base metal
     prices.

     CRYSTAL CODING LIMITED - LICENCE AGREEMENT

     Crystal Coding was registered as the corporate vehicle to enter into a
     Licence Agreement with Mr. Malcolm Warwick and 650089 B.C. Ltd., a company
     held by Mr. Warwick. The Licence Agreement was signed on November 22, 2002,
     and covers proprietary technology for identification and verification of
     gemstones, particularly directed towards diamonds.

     The technology incorporates the processes covered by two (2) patent
     applications already filed, and a third to be filed, with the U.S.
     Assistant Commissioner for Patents, with the right to sub-license the
     technology to other entities. The applications for patents cover:

     (i)     Method and Apparatus for Identifying Gemstones;

     (ii)    Linear Encoding - Two Dimensional Identification Code Structure;
             and

     (iii)   Linear Micro-encoding.

     In the most likely embodiment on a large commercial scale, the use of
     laser-scanning microscopy ("LSM" or confocal microscopes) is envisaged as
     providing an accurate and completely verifiable means to identify a
     gemstone from rough to polished through the modelling, or surveying, of
     selected inclusions. Gemstones contain inclusions which are imperfections,
     e.g., presence of other minerals in minute form, and/or cracks, unique to
     each gemstone. The geo-spatial co-ordinates of selected inclusions in a
     gemstone, relative to one or more points of assessment (origins) situated
     on, within, or without said gemstone, will be determined and the data
     stored via a monitoring system.

     The veracity of this method will not be compromised by the cutting and
     polishing of the rough gemstone because the polished stone will be
     traceable back to the model of the original rough stone. With respect to
     diamonds, polished top and bottom moieties may be traced back to the
     original rough using this method.

     This technology will be especially useful for mining companies,
     governments, gemstone manufacturers and wholesalers which are under
     unabated international pressure to provide a means by which gemstones,
     particularly diamonds, can be marked and traced from source to sale.

     In 2003, it is intended to obtain independent authentication of the
     processes and proceed with further research and development for commercial
     use.


ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

As prefaced in Item 3. Selected Financial Data, the Company has not generated
any operating revenues to date.

(A)  OPERATING RESULTS

Operating results for the years ending December 31, 2002, 2001, 2000 and 1999
are tabulated below:


                                  Page 13 of 36
<PAGE>
<TABLE>
<CAPTION>
        DESCRIPTION                               YEAR ENDING
                             DEC 31, 2002  DEC 31, 2001  DEC 31, 2000  DEC 31, 1999
<S>                          <C>           <C>           <C>           <C>
Profit (Loss)                     227,812       568,694       419,625         1,512
Profit (Loss) per share              0.04          0.04          0.03          0.00
General and Administration         27,801        31,622        15,639             0
Legal                               2,455        41,855        55,031             0
Accounting                         14,448        19,107        11,983             0
Exploration                       105,620       459,610       332,976             0
</TABLE>


(B)  LIQUIDITY AND CAPITAL RESOURCES

On December 31, 2002 the Company had cash of $32,486 (December 31, 2001,
$131,362; December 31, 2000, $500). Working capital surpluses (deficiencies)
were $30,218, ($19,4700) and ($424,905) at December 31, 2002, 2001and 2000,
respectively. Total liabilities were $2,268, $174,342, $425,405 at December 31,
2002, 2001, and 2000, respectively.

Financing activities during the twelve months ended: December 31, 2002 consisted
of $150,000 from the issue of 750,000 shares; December 31, 2001, $600,000 from
the issue of 857,143 shares and December 31, 2000, advances to the Company from
its then parent Aurora Gold. During 2001, the debt to Aurora Gold was discharged
in part by cash payments totalling $19,800 and the balance of $209,978 by the
issuance of 295,683 shares at $0.70 per share.

The continued operations of the Company and the recoverability of mineral
property costs is dependent upon the ability of the Company to obtain necessary
financing to:

(i)  confirm the existence of mineral reserves, and, if warranted, complete
     development and subsequently establish mines; and/or

(ii) the commercial development and licensing of the resource-related, gem
     identification and verification process.

The Company has incurred recurring operating losses and requires additional
funds to meet its obligations and maintain its operations. Management's plans in
this regard are to raise equity financing as required. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The Company does not have sufficient working capital to (a) pay its
administrative and general operating expenses through December 31, 2003 and (b)
to conduct exploration programs and other resource-related developments. Without
cash flow from operations, the Company will need to obtain additional funds,
through private placement equity offerings and/or debt borrowing. Failure to
obtain such additional financing may result in a reduction of the Company's
interest in certain properties and developments or an actual foreclosure of its
interests. The Company has no agreements or understandings with any person as to
such additional financing.

     NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 141 (SFAS 141), Business Combinations.
     SFAS 141 applies to all business combinations initiated after June 30,
     2001. The SFAS 141 applies to all business combinations accounted for using
     the purchase method for which the date of acquisition is July 1, 2001, or
     later. The adoption of SFAS 141 will not have an impact on the Company's
     financial statements.


                                  Page 14 of 36
<PAGE>
     In June 2001, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other
     Intangible Assets. The provisions of SFAS 142 are required to be applied
     starting with fiscal years beginning after December 15, 2001 with earlier
     application permitted for entities with fiscal years beginning after March
     15, 2001 provided that the first interim financial statements have not been
     previously issued. The Statement is required to be applied at the beginning
     of the entity's fiscal year and to be applied to all goodwill and other
     intangible assets recognized in its financial statements to that date. The
     adoption of SFAS 142 will not have an impact on the Company's financial
     statements.

     In August 2001, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 143 (SFAS 143), Asset Retirement
     Obligations. SFAS 143 establishes accounting standards for recognition and
     measurement of a liability for the costs of assets retirement obligations.
     Under SFAS 143, the costs of retiring an asset will be recorded as a
     liability when the retirement obligation arises and will be amortized to
     expense over the life of the asset. The adoption of SFAS 143 will not have
     an impact on the Company's financial statements.

     In October 2001, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 144 (SFAS 144), Accounting for the
     Impairment or Disposal of Long-lived Assets. SFAS 144 supersedes SFAS 121,
     Accounting for the Impairment of Long-lived Assets and Long-lived Assets to
     be Disposed Of, and APB Opinion 30, Reporting the Results of Operations -
     Reporting the Effects of Disposal of a Segment of a Business, and
     Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
     for segments of a business to be disposed of. SFAS 144 became effective for
     fiscal years beginning after December 15, 2001.

     In April 2002, the Financial Accounting Standard Board issued SFAS No. 145,
     Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement
     No. 13, and Technical Corrections. The rescission of SFAS No. 4, Reporting
     Gains and Losses from Extinguishments, and SFAS No. 64, Extinguishments of
     Debt Made to Satisfy Sinking Fund Requirements, which amended SFAS No. 4,
     will affect income statement classification of gains and losses from
     extinguishment of debt. SFAS No. 145 is effective for fiscal years
     beginning January 1, 2002. The adoption of SFAS No. 145 will not have an
     impact on the Company's financial statements.

     In June 2002, the Financial Accounting Standard Board issued SFAS No. 146,
     Accounting for Costs Associated with Exit or Disposal Activities, which
     addresses financial accounting and reporting for costs associated with exit
     or disposal activities and nullifies Emerging Issues Task Force Issued No.
     94-3, Liability Recognition for Certain Employee Termination Benefits and
     Other Costs to Exit an Activity. SFAS No. 146 generally requires a
     liability for a cost associated with an exit or disposal activity to be
     recognized and measured initially at its fair value in the period in which
     the liability is incurred. The pronouncement is effective for exit or
     disposal activities initiated after December 31, 2002. The adoption of SFAS
     No.146 will not have an impact on the Company's financial statements.

     In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
     Guarantor's Accounting and Disclosure Requirements for Guarantees,
     Including Indirect Guarantees of indebtedness of Others - An Interpretation
     of FASB Statements of No. 5, 57 and 107 and rescission of FASB
     Interpretation No. 34. This interpretation clarifies the requirements for a
     guarantor's accounting for and disclosures of certain guarantees issued and
     outstanding. FIN 45 also clarifies the requirements related to the
     recognition of a liability by a guarantor at the inception of a guarantee.
     FIN 45 is effective for guarantees entered into or modified after December
     31, 2002. The adoption of FIN 45 will not have impact on the Company's
     financial statements.


                                  Page 15 of 36
<PAGE>
     In December 2002, the Financial Accounting Standard Board issued SFAS No.
     148, Accounting for Stock-based Compensation - Transition and Disclosure.
     SFAS No. 148 amends SFAS No. 123 to provide alternative methods for
     voluntary transition to SFAS No. 123's fair value method of accounting for
     stock-based employee compensation. SFAS No. 148 also requires disclosure of
     the effects of an entity's accounting policy with respect to stock-based
     employee compensation on reported net income (loss) and earnings (loss) per
     share in annual and interim financial statements. SFAS No. 148 is effective
     for fiscal years beginning after December 15, 2002. The adoption of SFAS
     No. 148 will not have an impact on the Company's financial statements.

     In January 2003, the FASB issued Interpretation No. 46 (FIN 46),
     Consolidation of Variable Interest Entities - An Interpretation of
     Accounting Research Bulletin (ARB) No. 51. This interpretation clarifies
     how to identify variable interest entities and how the Company should
     assess its interests in a variable interest entity to decide whether to
     consolidate the entity. FIN 46 applies to variable interest entities
     created after January 31, 2003, in which the Company obtains an interest
     after that date. Also, FIN 46 applies in the first fiscal quarter or
     interim period beginning after June 15, 2003, to variable interest entities
     in which the Company holds a variable interest that it acquired before
     February 1, 2003. The Company has not determined the impact FIN 46 may have
     on the financial statements.

     PLANS FOR YEAR 2003

     The Company's plans for year 2002 center on the development of
     resource-related business opportunities; investigation and acquisition of
     mineral properties with emphasis on precious metals; and exploration in
     Tunisia subject to improvement in base metal prices. The Company will
     require a minimum of approximately $250,000 for corporate, legal,
     accounting, administrative and resource-related expenses through year 2003.


ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

(A)  DIRECTORS AND SENIOR MANAGEMENT

The following table lists the names and positions of the executive officers and
directors of the Company as of December 31, 2002. All executive officers and
directors have been elected and appointed to serve until their successors are
elected and qualified. Additional information regarding the business experience,
length of time served in each capacity and other matters relevant to each
individual are set forth below the table.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
NAME                                              POSITION
---------------------  --------------------------------------------------------------
<S>                    <C>
John A. A. James       Age 63, President and Director since May 17, 2000. Vice
                       President and Director of Aurora Gold since October 1996.
                       President of JAMine, Inc. since 1988.  Prior positions in
                       corporate and mine mangement, construction, planning and
                       development.
---------------------  --------------------------------------------------------------
A. Cameron             Age 50, Controller since October 1997, Director and Chief
Richardson             Financial Officer since May 17, 2000.  Director, President and
                       Chief Financial Officer of Aurora Gold Corporation.  From
                       1981 to 1997 held accounting positions with various Canadian
                       resource companies.
---------------------  --------------------------------------------------------------


                                  Page 16 of 36
<PAGE>
---------------------  --------------------------------------------------------------
M. Umit Safak          Age 58, Director since July 12, 2001.  Director and Senior
                       Analyst of AUZEQ Securities Limited since November 1999.
                       Senior Resource Analyst with HSBC Securities from 1995 to
                       1999.  Prior to entering securities industry held positions in
                       mine management, planning and development.
-------------------------------------------------------------------------------------
</TABLE>

There are no family relationships between any of the executive officers.

(B)  COMPENSATION

     GENERAL

     The following table sets forth information concerning the compensation of
     the named executive officers for each of the registrant's last three
     completed fiscal years:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------
                                                                     LONG-TERM COMPENSATION
                             ANNUAL COMPENSATION        --------------------------------------------
                                                                 AWARDS                PAYMENTS
                       -------------------------------  ------------------------  ------------------
                                                                     SECURITIES
                 YEAR                          OTHER                   UNDER-                 ALL
     NAME AND                                  ANNUAL   RESTRICTED      LYING                OTHER
     PRINCIPAL   (b)                           COMPEN-      STOCK      OPTIONS/      LTIP    COMPEN-
     POSITION            SALARY     BONUSES    SATION    AWARD(S)       SARS      PAYOUTS    SATION
        (a)                ($)        ($)       ($)         ($)          (=)        ($)       ($)
                           (c)        (d)       (e)         (f)          (g)        (h)       (i)
----------------------------------------------------------------------------------------------------
<S>              <C>   <C>          <C>       <C>       <C>          <C>          <C>       <C>
John A.A.        2002  Nil               -0-       -0-  None         None         None           -0-
James
                 -----------------------------------------------------------------------------------
President and    2001  120,000 (1)       -0-       -0-  None         None         None           -0-
                 -----------------------------------------------------------------------------------
Director         2000  152,150 (2)       -0-       -0-  None         None         None           -0-
----------------------------------------------------------------------------------------------------
A. Cameron       2002         -0-        -0-       -0-  None         None         None           -0-
Richardson
                 -----------------------------------------------------------------------------------
Director and
Chief Financial  2001         -0-        -0-       -0-  None         None         None           -0-
Officer          -----------------------------------------------------------------------------------
Secretary        2000         -0-        -0-       -0-  None         None         None           -0-
----------------------------------------------------------------------------------------------------
M. Umit Safak,   2002      Nil           -0-       -0-  None         None         None           -0-
                 -----------------------------------------------------------------------------------
Director         2001   15,000 (4)       -0-       -0-  None         None         None           -0-
                 -----------------------------------------------------------------------------------
                 2000         -0-        -0-       -0-  None         None         None           -0-
----------------------------------------------------------------------------------------------------

<FN>
     (1)  Paid partly as cash in 2001($20,000), balance as debt settlement of
          600,000 shares at $0.167 per share, in 2002.

     (2)  Paid as 217,357 restricted common shares at $0.70 per share issued in
          lieu of cash.

     (3)  Paid as 25,000 restricted common shares at $0.60 per share issued in
          lieu of cash.
</TABLE>


     OPTIONS/SAR GRANTS TABLE


                                  Page 17 of 36
<PAGE>
The following table sets forth information concerning individual grants of stock
options (whether or not in tandem with stock appreciation rights ("SARs") and
freestanding SARs made during the last completed fiscal year to each of the
named executive officers;

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                    OPTION/SAR GRANTS IN FISCAL YEARS 2000 AND 2001
                                  (Individual Grants)
--------------------------------------------------------------------------------------
                                        PERCENT OF
                         NUMBER OF    TOTAL OPTIONS/
                         SECURITIES    SARS GRANTED     EXERCISE
   NAME                  UNDERLYING    TO EMPLOYEES        OR
   (a)                  OPTION/SARS      IN FISCAL     BASE PRICE    EXPIRATION DATE
                        GRANTED (#)        YEAR          ($/Sh)          (M/D/Y)
                            (b)             (c)            (d)             (e)
----------------------  ------------  ---------------  -----------  ------------------
<S>                     <C>           <C>              <C>          <C>
John A.A. James (1)          500,000             43.5         0.15  February 15, 2007
----------------------  ------------  ---------------  -----------  ------------------
A. Cameron Richardson
(1)                          500,000             43.5         0.15  February 15, 2007
----------------------  ------------  ---------------  -----------  ------------------
M. Umit Safak (1)            100,000              8.7         0.15  February 15, 2007
--------------------------------------------------------------------------------------

<FN>
          (1)  No options were granted in 1998, 1999, 2000 or 2001.
</TABLE>


     AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

     The following table sets forth information concerning each exercise of
     stock options (or tandem SARs) and freestanding SARs during the last
     completed fiscal year by each of the named executive officers and the
     fiscal year-end value of unexercised options and SARs, on an aggregated
     basis.


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
----------------------------------------------------------------------------------
                                                   NUMBER OF
                                                   SECURITIES        VALUE OF
                                                   UNDERLYING       UNEXERCISED
                                                  UNEXERCISED      IN-THE-MONEY
                           SHARES                 OPTIONS/SARS     OPTIONS/SARS
                          ACQUIRED      VALUE    AT FY-END ($)   AT FY-END ($0.52)
                        ON EXERCISE   REALIZED    EXERCISABLE/     EXERCISABLE/
NAME                        (#)          ($)     UNEXERCISABLE     UNEXERCISABLE
(a)                         (b)          (c)          (d)               (e)
----------------------  ------------  ---------  --------------  -----------------
<S>                     <C>           <C>        <C>             <C>
John A.A. James         None          None       None                          -0-
----------------------  ------------  ---------  --------------  -----------------
A. Cameron Richardson   None          None       None                          -0-
----------------------  ------------  ---------  --------------  -----------------
M.  mit Safak           None          None       None                          -0-
----------------------------------------------------------------------------------
</TABLE>


     LONG-TERM INCENTIVE PLANS ("LTIP") AWARDS TABLE

     The Company does not have a Long-term Incentive Plan.


                                  Page 18 of 36
<PAGE>
     COMPENSATION OF DIRECTORS

     The Company does not pay a fee to its outside, non-officer directors. The
     Company reimburses its directors for reasonable expenses incurred by them
     in attending meetings of the Board of Directors.

     EMPLOYMENT CONTRACT AND TERMINATION AGREEMENTS

     None of the Company's officers or directors was party to an employment
     agreement with the company. Directors and/or officers receive reimbursement
     of expenses reasonably incurred on behalf of the Company.

(C)  BOARD PRACTICES

     MANDATE AND DUTIES OF THE BOARD

     The Board has ultimate responsibility for supervising the conduct of the
     Company's affairs and the management of its business. The principal
     objective of the Board is to protect and enhance Shareholder value over the
     long term. Although the Board has delegated to management responsibility
     for the day-to-day operations of the Company, the Board has ultimate
     responsibility for the stewardship of the Company. Board members generally
     serve until the next annual meeting and do not have service contracts.

     The Board's duties include overseeing strategic planning, reviewing and
     assessing principal risks to the Company's business and approving risk
     management strategies, supervising and evaluating management, authorizing
     significant expenditures, ensuring timely and effective communication with
     Shareholders, and overseeing the Company's internal controls and
     information systems.

     The Board's duties also include planning and monitoring activities of
     senior management. In considering and making appointments of senior
     management, the Board considers it appropriate, where relevant, to address
     succession and planning issues. In appointing senior management, the Board
     considers as a necessary requirement of such appointments that such
     personnel be qualified to carry out the duties and responsibilities
     relating to the appointed positions and thus, apart from monitoring,
     assessing and providing feedback to senior management, the Board does not
     consider it necessary to engage in specifically training senior management.
     The Board met by telephone five (5) times during 2002.

     MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

     The Company's Board of Directors does not have standing a nominating
     committee or committee performing similar functions. During the fiscal year
     ended December 31, 2002 the entire Board of Directors acted as the
     Company's Compensation Committee. The Compensation Committee reviews
     employee compensation and benefits, and the Audit Committee reviews the
     scope of the independent audit, the appropriateness of the accounting
     policies, the adequacy of internal controls, the Company's year-end
     financial statements and other such matters relating to the Company's
     financial affairs as its members deem appropriate. During 2002 the
     Compensation Committee held one (1) meeting by telephone conference call
     and the Audit Committee held three (3) meetings by conference calls.

     The Audit Committee has discussed matters in the audited financial
     statements with the independent auditors as required by SAS 61. The Audit
     Committee has received the written disclosures and the letter from the
     independent auditors required by the Independence Standards Board Standard
     No. 1


                                  Page 19 of 36
<PAGE>
     (Independence Standards Board Standard No. 1, Independence Discussions with
     Audit Committees) and has discussed with the independent auditors the
     independent auditor's independence. Base on the review and discussions, the
     Audit Committee recommended to the Board of Directors that the audited
     financial statements be included in the Company's Annual Report on Form
     20-F for the latest fiscal year for filing with the SEC. The Audit
     Committee consists of Messrs. John A.A. James, A. Cameron Richardson and M.
     Umit Safak.

     INDEPENDENCE FROM MANAGEMENT

     It is the Board's view that the Board operates and functions independently
     of management as required. Although the President of the Company also
     serves as a Director, the Board is of the view that this does not impair
     the Board's ability to act independently of management. The Board's
     independence from management is principally derived from the fact that one
     of the three Board members is unrelated and an independent Director.

     SHAREHOLDER COMMUNICATION

     The Company communicates regularly with its Shareholders through annual, as
     well as news releases and regulatory filings. In addition, the executive
     officers of the Company are responsible for addressing day-to-day
     Shareholder enquiries and other Shareholder communication issues.

     EXPECTATIONS OF MANAGEMENT

     The Board has delegated to the President, and other executives,
     responsibility for day-to-day management of the business and affairs of the
     Company, subject to compliance with directives and objectives established
     by the Board from time to time. The Board relies on management to provide
     the Board on a timely basis with information required by the Board to
     perform its duties.

     OUTSIDE ADVISORS

     The Company does not have in place any specific procedures pursuant to
     which an individual director may engage the services of an outside advisor
     at the expense of the Company. Any requests for the services of an outside
     advisor at the expense of the Company would be considered by the Board on a
     case-by-case basis.

(D)  EMPLOYEES

     As of December 31, 2002 the Company had two (2) full-time employees (2001 -
     2, 2000 - 2, 1999 - 0) and two (2) part-time employees (2001- 15, 2000 - 5,
     1999 - 0).

(E)  SHARE OWNERSHIP

     SHARE OWNERSHIP BY DIRECTORS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
     ownership of the Company's Common Stock by the Company's directors and
     officers in common as at December 31, 2002 and March 31, 2003. As at
     December 31, 2002 and March 31, 2003 the Company had 15,819,126 shares of
     Common Stock issued and outstanding.


                                  Page 20 of 36
<PAGE>
<TABLE>
<CAPTION>
     ----------------------------------------------------------------------------
                                                     SHARES OF
     OFFICERS AND DIRECTORS                            COMMON        APPROXIMATE
     NAME OF BENEFICIAL OWNER (1)                STOCK BENEFICIALLY   PERCENTAGE
                                                        OWNED           OWNED
     ------------------------------------------  ------------------  ------------
<S>                                              <C>                 <C>

     John A.A. James,
     2055 South Ingalls Way,                              1,098,227         6.94%
     Lakewood, Colorado.
     U.S.A. 80227-2515
     ------------------------------------------  ------------------  ------------
     A. Cameron Richardson,
     1505-1060 Alberni Street,                                    -            -
     Vancouver, B.C. Canada V6E 4K2
     ------------------------------------------  ------------------  ------------
     M.  mit Safak,
     4 Bettina Court,
     Lower Templestowe,                                      25,000            *
     Victoria.
     Australia. 3107
     ------------------------------------------  ------------------  ------------
     TOTAL - OFFICERS AND DIRECTORS (3 persons)           1,123,227         7.10%
     ----------------------------------------------------------------------------

<FN>
          (1)  For information concerning options granted to the above-mentioned
               individuals see Item 6 (B) Compensation - Options/SAR Grants
               Table on page 18.

          *    Less than 1%.
</TABLE>


ITEM 7.        MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

(A)  MAJOR SHAREHOLDERS

The only beneficial ownership known by the Company to exceed five percent (5%)
of the Company's outstanding Common Stock as at December 31, 2002 and March 31,
2003 was that held by the entity Billiton E&D 3 B.V. comprising 857,143 shares
of the Company's Common Stock. representing 5.42% of the 15,819,126 shares of
Common Stock then issued and outstanding.

There has been no major change in the percentage ownership held by the major
shareholders during the past three years. All shareholders have the same voting
rights.

(B)  RELATED PARTY TRANSACTIONS

     INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

     The proposed business of the Company raises potential conflicts of
     interests between the Company and certain of its officers and directors.

     Certain of the directors of the Company are directors of other mineral
     resource or resource-related companies and, to the extent that such other
     companies may participate in ventures in which the Company may participate,
     the directors of the Company may have a conflict of interest in negotiating
     and concluding terms regarding the extent of such participation. Mr. John
     James is President of JAMine, Inc. and an Officer and Director of Aurora
     Gold; Mr. M. mit Safak is Director of AUZEQ Securities Limited; and Mr.
     Richardson is an Officer


                                  Page 21 of 36
<PAGE>
     and Director of Aurora Gold and a Director of La Plata Gold Corporation. In
     the event that such a conflict of interest arises at a meeting of the
     directors of the Company, a director who has such a conflict will abstain
     from voting for or against the approval of such participation or such
     terms. In appropriate cases, the Company will establish a special committee
     of independent directors to review a matter in which several directors, or
     Management, may have a conflict. From time to time, several companies may
     participate in the acquisition, exploration and development of natural
     resource properties thereby allowing for their participation in larger
     programs, involvement in a greater number of programs and reduction of the
     financial exposure with respect to any one program. It may also occur that
     a particular company will assign all or a portion of its interest in a
     particular program to another of these companies due to the financial
     position of the company making the assignment. In determining whether the
     Company will participate in a particular program and the interest therein
     to be acquired by it, the directors will primarily consider the potential
     benefits to the Company, the degree of risk to which the Company may be
     exposed and its financial position at that time. Other than as indicated,
     the Company has no other procedures or mechanisms to deal with conflicts of
     interest. The Company is not aware of the existence of any conflict of
     interest as described herein.:

     The Company does not pay a fee to its outside, non-officer directors. The
     Company reimburses its directors for reasonable expenses incurred by them
     in attending meetings of the Board of Directors.


ITEM 8.    FINANCIAL INFORMATION

(A)  CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Reference is made to Part III, Item 19 Financial Statements and Exhibits and the
Financial Statements appearing as Exhibit (1).

The Company has not declared cash or share dividends on its common shares since
the Company was incorporated in 1997 and has no present plans to pay any cash or
share dividends. The Company will declare cash or share dividends in the future
only if earnings and capital of the Company are sufficient to justify the
payment of such dividend.

(B)  SIGNIFICANT CHANGES

No significant changes have occurred since the date of the annual financial
statements included in this document.

ITEM 9.   THE OFFER AND LISTING

(A)  OFFER AND LISTING DETAILS

     Not applicable.

(B)  PLAN OF DISTRIBUTION

     Not applicable.

(C)  MARKETS

The Common Stock of the Company has been quoted on the NASD OTC Bulletin Board
since June 2001. The following tables sets forth the high and low bid prices for
the Common Stock for the calendar quarters for the year ending December 31, 2002
and the most recent six months as reported


                                  Page 22 of 36
<PAGE>
by the NASD OTC Bulletin Board. These prices represent quotations between
dealers without adjustment for retail markup, markdown or commission and may not
represent actual transactions.

-----------------------------------------------------------------------------
    PERIOD       FIRST QUARTER  SECOND QUARTER  THIRD QUARTER  FOURTH QUARTER
-----------------------------------------------------------------------------
2002 - High ($)       0.55           0.40            0.37           0.51
-----------------------------------------------------------------------------
2002 - Low ($)        0.05           0.16            0.20           0.16
-----------------------------------------------------------------------------


--------------------------------
MONTH          HIGH ($)  LOW ($)
--------------------------------
October 2002       0.34     0.20
--------------------------------
November 2002      0.35     0.16
--------------------------------
December 2002      0.51     0.17
--------------------------------
January 2003       0.50     0.35
--------------------------------
February 2003      0.50     0.20
--------------------------------
March 2003         0.44     0.23
--------------------------------


ITEM 10.  ADDITIONAL INFORMATION

(A)  SHARE CAPITAL

The authorized capital of the Company is $500,000.00 divided into 50,000,000
shares with a par value of $0.01 each which may be issued as either registered
shares or as shares issued to bearer as the directors may by resolution
determine.

(B)  MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company previously filed Exhibit 3.5, Amended Memorandum and Articles of
Association in its registration statement on Form 20-F and as the information
has not changed it is incorporated herein by reference.

(C)  MATERIAL CONTRACTS

Not applicable.

(D)  EXCHANGE CONTROLS

The Company is limited in its ability to pay dividends on its Common Shares by
limitations under British Virgin Island law relating to the sufficiency of
profits from which dividends may be paid. Under the International Business
Companies Act of the British Virgin Islands the declaration of a dividend is
authorized by resolution of the board of directors

The Company is an International Business Company ("IBC") incorporated under the
provisions of the International Business Companies Act (the "Act") of the
British Virgin Islands (the "BVI"). The transfer of shares between persons
regarded as residents outside of the BVI is not subject to any exchange
controls. Likewise, issues and transfers of the shares involving any person
regarded as resident in the BVI are not subject to exchange control approval.
There are no limitations on the rights of non-BVI owners of the Common Stock to
hold or vote their shares. Because the Company is an IBC, there are no
restrictions on its ability to transfer funds into and out of the BVI or to pay
dividends to U.S. residents who are holders of the Common Stock.

In accordance with the Company's Memorandum and Articles of Association, share
certificates may be issued as either registered shares or shares issued to
bearer as the directors may by resolution determine. In the case of a
representative acting in a special capacity (for example, as an executor or
trustee), share certificates should record the capacity in which the
representative is


                                  Page 23 of 36
<PAGE>
acting. Notwithstanding the recording of any such special capacity, the Company
is not bound to investigate or incur any responsibility in respect of the proper
administration of any such estate or trust. The Company takes no notice of any
trust applicable to any of its shares whether or not it had notice of such
trust.

As an IBC, the Company has no power: (i) carry on business with persons resident
in the BVI; (ii) own an interest in real property situated in the BVI, other
than a lease of property for the use as an office from which to communicate with
the shareholders or where books and records of the Company are prepared and
maintained; (iii) carry on banking or trust business, unless it is licensed
under the BVI Banks and Trusts Companies Act of 1990; (iv) carry on business as
an insurance or a reinsurance company, insurance agency or insurance broker,
unless it is licensed under an enactment authorizing it to transact that
business; (v) carry on the business of company management unless it is licensed
under the BVI Company Management Act, of 1990; or (vi) carry on the business of
providing a registered office or the registered agent for companies incorporated
in the BVI.

There are no restrictions on the degree of foreign ownership of the Company. The
Company is subject neither to taxes on its income or dividends nor to any
foreign exchange controls in the BVI. In addition, the Company is not subject to
capital gains tax in the BVI, and profits can be accumulated by the Company, as
deemed by management to be required, without limitation.

(E)  TAXATION

The following discussion summarizes tax consequences to a holder of Common Stock
of the Company under present British Virgin Islands tax laws. The discussion
does not deal with all possible tax consequences relating to the Company's
operations or the ownership of the Common Stock and does not purport to deal
with the tax consequences applicable to particular investors, some of which
(include banks, securities dealers, insurance companies and tax-exempt entities)
may be subject to special rules. In particular, the discussion does not address
the tax consequences under state, local and other national (non-BVI) tax laws.
The following discussion is based upon laws and relevant interpretations thereof
in effect as of the date of this filing, all of which are subject to change.

     BRITISH VIRGIN ISLANDS TAXATION

     Under the International Business Companies Act of the British Virgin
     Islands (the "International Business Companies Act") as currently in
     effect, a holder of Common Stock paid with respect to the Common Stock of
     the Company. A holder of Common Stock of the Company is not liable for BVI
     income tax on gains realized on the sale or disposal of such shares. The
     BVI does not impose a withholding tax on dividends paid by the Company to
     its shareholders due to its incorporation under the International Business
     Companies Act.

     There are no capital gains or income taxes levied by the BVI on companies
     incorporated under the International Business Companies Act. In addition,
     the Common Stock of the Company is not subject to transfer taxes, stamp
     duties or similar charges.

     There is no income tax treaty or convention currently in effect between the
     United States and the BVI.

     As an exempted company, the Company is required to pay the BVI government
     an annual license fee based on the Company's stated authorized capital.

     This discussion is not intended to be, nor should it be construed to be,
     legal or tax advice to any holder or prospective holder of Common Shares of
     the Company and no opinion or representation with respect to the United
     Sates federal income tax consequences to any such


                                  Page 24 of 36
<PAGE>
     holder or prospective holder is made. Holders and prospective holders
     should therefore consult their own tax advisors with respect to their
     particular circumstances.

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK

The Company does not enter into any hedging transactions or hold any derivative
instruments. The carrying amounts for cash and cash equivalents, marketable
securities, deposits, advances and other, accrued interest and accounts payable
and accrued expenses on the balance sheet approximate fair value because of the
immediate or short-term maturity of these instruments. Fair value estimates are
made at the balance sheet date based on relevant market information but involve
uncertainties and therefore cannot be determined with precision. In order to
limit its market risk, the Company diversifies its cash and investment holdings
into U.S. treasury and agency obligations and major financial institutions and
corporations. The fair values of investments in marketable securities are
disclosed in Note 2 (g) to the Consolidated Financial Statements.


ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

          Not Applicable


                                     PART II

ITEM 13.  DEFAULTS, DIVIDENDS, ARREARAGES AND DELIQUENCIES

          None.


ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
          PROCEEDS

          None


ITEM 15.  CONTROLS AND PROCEDURES

(a)  Within 90 days prior to the date of this report, the Company completed an
     evaluation of the effectiveness of the design and operation of its
     disclosure controls and procedures. Disclosure controls and procedures are
     designed to ensure that the material financial, and non-financial
     information, required to be disclosed on Form 20-F, and filed with the
     Securities and Exchange Commission is recorded, processed, summarized and
     reported in a timely manner. Based on the foregoing, the Company's
     management, including the President and Chief Financial Officer, have
     concluded that the Company's disclosure controls and procedures (as defined
     in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934, as
     amended) are effective.

(b)  There have been no significant changes in our internal controls, or in
     other factors, that could significantly affect these controls subsequent to
     the date of the evaluation hereof. No corrective actions were taken,
     therefore, with regard to significant deficiencies and material weaknesses.


ITEM 16.  (RESERVED)


                                  Page 25 of 36
<PAGE>
                                    PART III

ITEM 17.  FINANCIAL STATEMENTS.

          See "Item 19. Financial Statements And Exhibits."


ITEM 18.  FINANCIAL STATEMENTS

          Not Applicable


ITEM 19.  EXHIBITS.

(1)  FINANCIAL STATEMENTS

     Reference is made to the Financial Statements appearing as Exhibit (1).



                             INDEX TO FINANCIAL STATEMENTS

          ---------------------------------------------------------------
          FINANCIAL STATEMENTS                                   PAGE
          --------------------------------------------------  -----------
          Audited Financials -December 31, 2002 and December
          31, 2001.
          --------------------------------------------------  -----------
          Report of Independent Accountants                       F-2
          --------------------------------------------------  -----------
          Balance Sheet                                           F-3
          --------------------------------------------------  -----------
          Consolidated Statement of Stockholders' Equity          F-4/5
          --------------------------------------------------  -----------
          Consolidated Statements of Operations                   F-6
          --------------------------------------------------  -----------
          Consolidated Statement of Cash Flows                    F-7
          --------------------------------------------------  -----------
          Notes to Financial Statements                       F-8 to F-19
          ---------------------------------------------------------------

(2)  INDEX TO EXHIBITS

     3.1     Certificate of Incorporation. *

     3.2     Memorandum of Association and Articles of Association. *

     3.3     Amendment  to  the  Memorandum  and  Articles  of  Association.  *

     3.4     Amended  Certificate  of  Incorporation.  *

     3.5     Amended  Memorandum  and  Articles  of  Association.  *

     3.6     Certificate  of  Incumbency  of  Aurora  Metals  (BVI)  Ltd.  *

     10.1    Letter of Intent between Aurora Gold Corporation and High Marsh
             Holdings Ltd., dated March 15, 1999. *

     10.2    Option Agreements dated as shown between Aurora Gold Corporation
             and High Marsh Holdings Limited. *


                                  Page 26 of 36
<PAGE>
     10.2.1     Hamman Zriba/Jebel Guebli          October 15, 1999  *
     10.2.2     Koudiat Sidii                      October 15, 1999  *
     10.2.3     Ouled Moussa                       October 15, 1999  *
     10.2.4     Hammala                            January 20, 2000  *
     10.2.5     El Mohguer                         January 20, 2000  *
     10.2.6     Jebel Oum Edeboua                  January 20, 2000  *

     10.3    Letter of Intent between Aurora Gold Corporation and Billiton UK
             Resources B.V., dated February 25, 2000. *

     10.4    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. *

     10.5    Amendments to Letter of Intent between Aurora Gold Corporation
             and Billiton UK Resources B.V. *

             10.5.1     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. *

             10.5.2     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. *

             10.5.3     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. *

             10.5.4     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. *

             10.5.5     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. *

             10.5.6     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. *

             10.5.7     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. *

             10.5.8     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. *

     10.6    Notifications of granting of ten (10) Exploration Permits,
             extracts from the Tunisian Government Gazette, May 26, 2000. *

     10.7    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 Metals (BVI) Ltd. *


                                  Page 27 of 36
<PAGE>
     10.8    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 Metals (BVI) Ltd. *

     10.9    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. *

     10.10   Letter  of Termination between Aurora Metals (BVI) Ltd. and High
             Marsh Holdings Ltd., under Exhibit 10.2.2, dated September 11,
             2000. *

     10.11   Subscription  Agreement  between  Aurora  Metals  (BVI) Limited and
             Billiton E&D 3 B.V., dated January 29, 2001.*

     10.12   Option Agreement between Aurora Metals (BVI) Limited and Billiton
             UK Resources B.V.*

     10.13   Licence  Agreement between Aurora Metals (BVI) Limited, Crystal
             Coding Limited and Malcolm Warwick and 650089 B.C. Ltd., dated
             November 22, 2002.

---------------
     *  Previously  filed




                                  Page 28 of 36
<PAGE>
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                      AURORA METALS (BVI) LIMITED
                                      (Registrant)

Date:  April 2, 2003                  BY:  /s/ John A.A. James
                                           John A.A. James
                                           Director and President

Date:  April 2, 2003                  BY:  /s/ A. Cameron Richardson
                                           A. Cameron Richardson
                                           Director and Chief Financial Officer

Date:  April 2, 2003                  BY:  /s/ M. Umit Safak
                                           M. Umit Safak
                                           Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Date:  April 2, 2003                  BY:  /s/ John A.A. James
                                           John A.A. James
                                           Director and President

Date:  April 2, 2003                  BY:  /s/ A. Cameron Richardson
                                           A. Cameron Richardson
                                           Director and Chief Financial Officer

Date:  April 2, 2003                  BY:  /s/ M. Umit Safak
                                           M. Umit Safak
                                           Director


                                 CERTIFICATIONS

I,  John  A.A.  James,  certify  that:

1.    I  have  reviewed  this annual report on Form 20-F of Aurora Metals (BVI)
      Limited;

2.    Based  on  my  knowledge,  this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based  on  my  knowledge,  the  financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;


                                  Page 29 of 36
<PAGE>
4.    The  registrant's  other  certifying  officers  and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls.

6.    The  registrant's  other certifying officers and I have indicated in this
      annual report whether there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.

Date:  April 2, 2003                  BY:  /s/ John A.A. James
                                           John A.A. James
                                           Director and President



I,  A. Cameron Richardson, certify that:

1.    I  have  reviewed  this annual report on Form 20-F of Aurora Metals (BVI)
      Limited;

2.    Based  on  my  knowledge,  this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based  on  my  knowledge,  the  financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;


                                  Page 30 of 36
<PAGE>
4.    The  registrant's  other  certifying  officers  and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls.

6.    The  registrant's  other certifying officers and I have indicated in this
      annual report whether there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.


Date:  April 2, 2003                  BY:  /s/ A. Cameron Richardson
                                           A. Cameron Richardson
                                           Director and Chief Financial Officer


I,  M. Umit Safak, certify that:

1.    I  have  reviewed  this annual report on Form 20-F of Aurora Metals (BVI)
      Limited;

2.    Based  on  my  knowledge,  this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based  on  my  knowledge,  the  financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The  registrant's  other  certifying  officers  and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:


                                  Page 31 of 36
<PAGE>
     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls.

6.    The  registrant's  other certifying officers and I have indicated in this
      annual report whether there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.


Date:  April 2, 2003                  BY:  /s/ M. Umit Safak
                                           M. Umit Safak
                                           Director



                                  Page 32 of 36
<PAGE>
APPENDIX A TO PART I, ITEM 4.

GLOSSARY OF GEOLOGICAL TERMS

Terms used in this report are defined below and those terms in italics are
themselves defined in the glossary.

<TABLE>
<CAPTION>
<S>                   <C>
ALTERATION            Changes in the chemical or mineralogical composition of a rock,
                      generally produced by weathering or hydrothermal solutions.

ANHYDRITE             Anhydrous calcium 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 geochemical means, which is different
                      from the general surroundings.  See also geochemical anomaly.

ANTICLINE             A fold, generally convex upward, whose core contains
                      stratigraphically older rocks.

ARGILLACEOUS          Composed of or having a large proportion of clay in the
                      composition, e.g. sedimentary rocks such as marl and shale.

ATLAS FOLD BELT       The belt of northeast-southwest trending synclinal and anticlinal
                      folds in the central-to-northern part of the Atlas System of
                      sedimentary carbonate platforms in the northern half of Tunisia.

BAHLOUL FORMATION     Limestone formed in Cenomanian to Turonian time (Middle to
                      Upper Cretaceous stages).

BARITE                Barium sulphate, BaSO4.

BED                   Smallest lithostratigraphic unit in sedimentary strata, ranging in
                      thickness from a centimeter to several meters and with
                      distinguishing characteristics from beds above and below

CALCITE               Calcium carbonate, CaCO3, a common rock-forming mineral and a
                      chief constituent of limestone.

CAP-ROCK              In a salt dome, a body of anhydrite and gypsum, with some minor
                      calcite and sometimes sulfur, that overlies the salt body.

CENOMANIAN            Series or stage of rock formation in the lower epoch of the
                      Cretaceous period of geological time ranging from 95 to 90 million
                      years in age.

CONCORDANT            Said of strata displaying 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.


                                  Page 33 of 36
<PAGE>
DIAPIR                A dome or anticlinal fold which in sedimentary strata usually
                      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 sedimentary rock comprising more than 50%
                      by weight of the mineral dolomite.  Most often associated with and
                      interbedded with limestone.

DOME                  An uplift or anticlinal structure, 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 veins and used in
                      glass, enamel and the manufacture of hydrofluoric acid.

FORMATION             A body of rock strata that consists dominantly of a certain
                      lithologic type or combination of types.  A distinct body of igneous
                      or metamorphic rock.

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.

GYPSUM                Hydrous calcium sulfate, CaSO4.2H2O, commonly in thick
                      extensive beds with anhydrite in 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 alteration of rocks or minerals by the
                      reaction of hydrothermal water 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 metamorphic
                      and sedimentary.


                                  Page 34 of 36
<PAGE>
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             Sedimentary rock consisting mainly of calcite with, 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 lithologic type or combination of types.

MAGMA                 Naturally occurring molten rock material, generated within the
                      earth and capable of intrusion and extrusion, from which igneous
                      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.  Metamorphic
                      rocks have been subjected to marked changes in temperature,
                      pressure, shearing stress, and chemical environment.

MISSISSIPPI VALLEY -  A stratabound deposit of lead  and/or zinc minerals in carbonate
TYPE DEPOSIT          rocks, e.g., dolomite, limestone and marl, together with associated
                      barite and fluorite.

PENECONCORDANT        Near concordant, i.e. not completely conformable.

PODIFORM              A mineralized body of elongate or lenticular shape.

REGIONAL              Over a wide area, as in regional metamorphism affecting an
                      extensive region, as opposed to local metamorphism considerably
                      more confined.

SALT DOME             A diapir with a columnar salt plug as its core, a cap-rock of
                      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 silt
                      grain, generally in the range 0.0625 to 1.68 millimeters.

SEDIMENTARY           Pertaining to or containing sediment, or formed by its deposition.

SEDIMENTARY           Sedex deposits are comprised of base metal sulfides that were
EXHALATIVE            deposited upon the seafloor from metal-bearing fluids
("SEDEX") DEPOSIT     that  discharged through a fracture system in the
                      seabed.  Sedex deposits are typically interbedded with sedimentary
                      rocks which is taken as evidence that the sulfides were deposited
                      simultaneously with these sediments.


                                  Page 35 of 36
<PAGE>
SHALE                 A fine-grained detrital sedimentary rock, formed by the
                      compaction of clay, silt or 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 fault measured in the fault surface.

SPHALERITE            Zinc sulfide, ZnS, the most common mineral of zinc.

STRATA                Plural of stratum.

STRATABOUND           Said of a mineral deposit confined to a single stratigraphic unit.

STRATIFORM            Said of a type of stratabound deposit 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 sedimentary rock, visibly separable from other
                      layers above and below.

STRIKE                The direction of a structural surface as it intersects the horizontal.

STRIKE-SLIP FAULT     A fault on which the displacement is parallel to the strike of the
                      fault.

SOLUTION CAVITY       An opening formed by chemical weathering, e.g. removal of
                      calcium carbonate in limestone by 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 sedimentary deposits 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.

TURONIAN              Stage in the Upper Cretaceous period of age between 88 and 91
                      million years.

VEIN                  Mineral filling of a fault or other fracture in tabular or sheetlike
                      form.
</TABLE>


                                  Page 36 of 36
<PAGE>





                              AURORA METALS (BVI) LIMITED AND
                              SUBSIDIARY
                              (An exploration stage enterprise)

                              Consolidated Financial Statements
                              December 31, 2002 and 2001
                              (EXPRESSED IN U.S. DOLLARS)




                              INDEX
                              -----

                              Report of Independent Accountants

                              Consolidated Balance Sheets

                              Consolidated Statement of Stockholders' Equity

                              Consolidated Statements of Operations

                              Consolidated Statements of Cash Flows

                              Notes to Consolidated Financial Statements




                                       F1
<PAGE>
MOORE STEPHENS ELLIS FOSTER LTD.
 CHARTERED ACCOUNTANTS

1650 West 1st Avenue
Vancouver, BC Canada V6J 1G1
Telephone: (604) 734-1112 Facsimile: (604) 714-5916
E-Mail: generaldelivery@ellisfoster.com
        -------------------------------
Website: www.ellisfoster.com

--------------------------------------------------------------------------------


REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS

AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

We  have  audited the consolidated balance sheets of AURORA METALS (BVI) LIMITED
AND  SUBSIDIARY ("the Company") (an exploration stage enterprise) as at December
31, 2002 and 2001 and the related consolidated statement of stockholders' equity
from  January  1,  2001  to December 31, 2002 and the consolidated statements of
operations  and  cash  flows  for  the  cumulative  period  from  June  17, 1997
(inception)  to  December  31,  2002,  and the years ended December 31, 2002 and
2001.  These  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are  free  of  material  misstatement.  An  audit  includes examining, on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2002
and  2001  and  the  results of its operations and cash flows for the cumulative
period  from June 17, 1997 (inception) to December 31, 2002, and the years ended
December  31,  2002  and  2001, in conformity with generally accepted accounting
principles  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
consolidated  financial  statements,  the  Company has suffered recurring losses
from operations that raises substantial doubt about its ability to continue as a
going  concern.  Management's  plans  concerning  these matters are described in
Note  1.  The  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.



Vancouver, Canada                       "MOORE STEPHENS ELLIS FOSTER LTD."
February 28, 2003                             Chartered Accountants




--------------------------------------------------------------------------------

MS An independently  owned  and operated member of Moore Stephens North America,
Inc.  Members in principal cities throughout North America. Moore Stephens North
America,  Inc.  is  a member of Moore Stephens International Limited, members in
principal  cities  throughout  the  world.


                                       F2
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Balance Sheets
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
====================================================================================================
                                                                                2002         2001
----------------------------------------------------------------------------------------------------
<S>                                                                         <C>           <C>

ASSETS

CURRENT
  Cash and cash equivalents                                                 $    32,486   $ 131,362
  Prepaid expenses and deposits                                                       -      23,510
----------------------------------------------------------------------------------------------------

                                                                                 32,486     154,872

MINERAL PROPERTY COSTS (Note 3)                                                       -           -
----------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                $    32,486   $ 154,872
====================================================================================================

LIABILITIES

CURRENT
  Accounts payable and accrued liabilities                                  $     2,268   $ 174,342
----------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                                 2,268     174,342
----------------------------------------------------------------------------------------------------

CONTINUED OPERATIONS (Note 1)

STOCKHOLDERS' EQUITY (DEFICIENCY)

SHARE CAPITAL
  Authorized:
    50,000,000 common shares, par value $0.01
  Issued:
    15,819,126 (2001 - 14,244,126) common shares                                158,191     142,441

ADDITIONAL PAID-IN CAPITAL                                                    1,093,538     831,788

ACCUMULATED (DEFICIT) DURING THE EXPLORATION STAGE                           (1,221,511)   (993,699)
----------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)                                                30,218     (19,470)
----------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                     $    32,486   $ 154,872
====================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F3
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Statement of Stockholders' Equity                                                       Page 1 of 2
From January 1, 2001 to
December 31, 2002
(EXPRESSED IN U.S. DOLLARS)
================================================================================================================
                                                                                       (Deficit)
                                                                                      accumulated          Total
                                                  Common Stock           Additoinal        during  Stockholders'
                                            -----------------------         Paid-in   exploration         Equity
                                               Shares      Par Amount       Capital         stage   (Deficiency)
----------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>           <C>           <C>           <C>

BALANCE,  December 31, 2000                  13,000,000      $130,000   $  (129,900)  $   (425,005)  $ (424,905)

Unexchange certificate                        (126,057)        (1,261)        1,261              -            -

Issuance of shares for cash
  at $0.70 per share, February 2001            857,143          8,571       591,429              -      600,000

Issuance of shares for debt settlement at
  $0.70 per share, June 2001                   217,357          2,174       149,976              -      152,150

Allotted 25,000 shares for debt settlement
  at $0.60 per share, July 2001                      -              -        15,000              -       15,000

Issuance of shares for debt settlement
  at $0.70 per share, July 2001                295,683          2,957       204,022              -      206,979

Total comprehensive (loss):
  Net (loss) for the year                            -              -             -       (568,694)    (568,694)
----------------------------------------------------------------------------------------------------------------


BALANCE, December 31, 2001                  14,244,126    $   142,441   $   831,788   $   (993,699)  $  (19,470)
================================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F4
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Statement of Stockholders' Equity                                                       Page 2 of 2
From January 1, 2001 to
December 31, 2002
(EXPRESSED IN U.S. DOLLARS)
=================================================================================================================
                                                                                         (Deficit)
                                                                                       accumulated          Total
                                                  Common Stock           Additoinal         during  Stockholders'
                                            -----------------------         Paid-in    exploration         Equity
                                               Shares      Par Amount       Capital          stage    (Deficiency)
-----------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>           <C>           <C>           <C>

BALANCE, December 31, 2001                   14,244,126  $    142,441   $   831,788   $  (993,699)  $    (19,470)

Issuance of previously allotted shares,
  January 2002                                   25,000           250          (250)            -              -

Issuance of shares for debt settlement
  at $0.167 per share, January 2002             600,000         6,000        94,000             -        100,000

Issuance of shares for cash
 at $0.20 per share,  April 2002                750,000         7,500       142,500             -        150,000

Issuance of shares for finder's fee at
  $0.20 per share, April 2002                   150,000         1,500        28,500             -         30,000

Finder's fee charged to additional
  paid-in capital, April 2002                         -             -       (30,000)            -        (30,000)

Issuance of shares for service provided
  at $0.36 per share, June 2002                  50,000           500        17,500             -         18,000

Stock based compensation                              -             -         9,500             -          9,500

Total comprehensive (loss):
  Net (loss) for the year                             -             -             -      (277,812)      (277,812)


BALANCE, December 31, 2002                   15,819,126   $   158,191   $ 1,093,538   $(1,221,511)  $     30,218
=================================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F5
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Statements of Operations
(Expressed in U.S. Dollars)
==========================================================================================================
                                                 Cumulative from
                                                   June 17, 1997                 Year                 Year
                                                  (inception) to                ended                ended
                                                     December 31          December 31          December 31
                                                            2002                 2002                 2001
----------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>                  <C>

GENERAL AND ADMINISTRATIVE EXPENSES
  Administrative and general                 $           75,687   $           27,801   $           31,622
  Professional fees - accounting and audit               45,538               14,448               19,107
  Professional fees - legal                             104,086                2,445               41,855
  Consulting fees                                        38,496               18,000               16,500
  Stock based compensation                                9,500                9,500                    -
----------------------------------------------------------------------------------------------------------

                                                        273,307               72,194              109,084

PROJECT DEVELOPMENT EXPENSES (Note 4)                    49,998               49,998                    -

EXPLORATION EXPENSES                                    898,206              105,620              459,610
----------------------------------------------------------------------------------------------------------

NET (LOSS) FOR THE PERIOD                    $       (1,221,511)  $         (227,812)  $         (568,694)
==========================================================================================================

(LOSS) PER SHARE - basic and diluted                              $            (0.01)  $            (0.04)
==========================================================================================================

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING - basic and diluted                                  15,505,701           13,884,825
==========================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F6
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Statements of Operations
(Expressed in U.S. Dollars)
==========================================================================================================
                                                Cumulative from
                                                   June 17, 1997                 Year                 Year
                                                  (inception) to                ended                ended
                                                     December 31          December 31          December 31
                                                            2002                 2002                 2001
----------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>                  <C>

CASH FLOWS FROM (USED IN)
  OPERATING ACTIVITIES
   Net (loss) for the period                 $       (1,221,511)  $         (227,812)  $         (568,694)
   Adjustment to reconcile net loss
   to net cash used in operating activities:
   - stock based compensation                             9,500                9,500                    -
   - issuance of stock for services                      18,000               18,000                    -
  Changes in assets and liabilities:
   - prepaid expenses and deposits                            -               23,510              (23,510)
   - accounts payable and accrued liabilities           102,268              (72,074)             142,865
----------------------------------------------------------------------------------------------------------

                                                     (1,091,743)            (248,876)            (449,339)
----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN)
  FINANCING ACTIVITIES
  Proceeds from issuance of common stock              1,124,229              150,000              600,000
  Repayment to a related company                              -                    -              (19,799)
----------------------------------------------------------------------------------------------------------

                                                      1,124,229              150,000              580,201
----------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                              32,486              (98,876)             130,862

CASH AND CASH EQUIVALENTS,
  beginning of period                                         -              131,362                  500
----------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS,
  end of period                              $           32,486   $           32,486   $          131,362
==========================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>


                                       F7
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

1.   NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

     The  Company was formed on June 17, 1997 as Aurora Gold (BVI) Limited under
     The  International Business Companies Act, Cap. 291 of the Territory of the
     British Virgin Islands. The Company changed its name to Aurora Metals (BVI)
     Limited  on  May  10,  2000.  The  Company  was a subsidiary of Aurora Gold
     Corporation  until  it  was  spun-off  on  March  9,  2001.

     The  Company  is  in  the mining business. Since inception, the Company has
     been  in  the  process  of exploring its mineral properties and has not yet
     determined  whether  the  properties  contain  proven  reserves  that  are
     economically  recoverable.  To date, the Company is considered to be in the
     exploration  stage  and  operating  in  a  single  segment  based  upon the
     Company's  organizational  structure,  the  way in which its operations are
     managed  and  evaluated, the availability of separate financial results and
     materiality  considerations.

     The  general  business  strategy  of  the  Company  is  to  acquire mineral
     properties  either  directly  or  through  the  acquisition  of  operating
     entities. The Company has not generated any operating revenues to date. The
     Company  has  incurred  recurring  operating losses and requires additional
     funds to meet its obligations and maintain its operations. These conditions
     raise  substantial doubt about the Company's ability to continue as a going
     concern. Management's plans in this regard are to raise equity financing as
     required.

     These consolidated financial statements do not include any adjustments that
     might  result  from  this  uncertainty and have been prepared in accordance
     with generally accepted accounting principles applicable to a going concern
     which  contemplates  the  realization  of  assets  and  the satisfaction of
     liabilities and commitments in the normal course of business. The continued
     operations  of  the Company is dependent upon the existence of economically
     recoverable mineral reserves, confirmation of the Company's interest in the
     underlying  mineral  claims, the ability of the Company to obtain necessary
     financing  to  complete  the  development  and  upon  future  profitable
     production.

2.   SIGNIFICANT ACCOUNTING POLICIES

     (a)  Consolidation

          These  consolidated  financial  statements include the accounts of the
          Company  and  its wholly-owned subsidiary, Crystal Coding Limited. All
          inter-company  transactions  and  balances  have  been  eliminated.


                                       F8
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (b)  Accounting Estimates

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles 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 Equivalents

          Cash  equivalents  comprise  certain  highly liquid instruments with a
          maturity  of  three  months or less when purchased. As at December 31,
          2002,  cash  and  cash  equivalents  consist  of  cash  only.

     (d)  Mineral Property Costs

          Mineral  property  acquisition,  exploration and development costs are
          charged  to  operations  as  incurred  until such time that proven ore
          reserves  are  determined.  At  such  time  that  proven  reserves are
          established,  the Company will capitalize all costs to the extent that
          future  cash  flow  from  ore  reserves  equals  or  exceeds the costs
          deferred.  The  deferred  costs will be amortized over the recoverable
          reserves  when  a  property  reaches  commercial  production.

     (e)  Stock-Based Compensation

          The Company has adopted the disclosure-only provisions of Statement of
          Financial  Accounting  Standards  ("SFAS")  No.  123,  Accounting  for
          Stock-based  Compensation.  SFAS  No.  123  encourages,  but  does not
          require,  companies to adopt a fair value based method for determining
          expense  related to stock-based compensation. The Company accounts for
          stock-based  compensation  issued to employees and directors using the
          intrinsic value method as prescribed under Accounting Principles Board
          ('APB")  Opinion  No. 25, Accounting for Stock Issued to Employees and
          related  interpretations.


                                       F9
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (f)  Advertising Expenses

          The  Company  expenses  advertising  costs  as incurred. There were no
          advertising  expenses  incurred  by  the  Company  for the years ended
          December  31,  2002  and  2001.

     (g)  Foreign Currency Transactions

          The  Company  maintains  its  accounting  records  in  U.S.  dollars.

          At the transaction date, each asset, liability, revenue and expense is
          translated into U.S. dollars by the use of the exchange rate in effect
          at  that  date. At the period end, monetary assets and liabilities are
          translated  into  U.S. dollars by using the exchange rate in effect at
          that  date.  The  resulting  foreign  exchange  gains  and  losses are
          included  in  operations.

     (h)  Fair Value of Financial Instruments and Concentration of Risks

          The  carrying value of cash and cash equivalents, accounts payable and
          accrued  liabilities  approximate  their  fair  value  because  of the
          short-term  maturity of these instruments. The Company places its cash
          and  cash equivalents with high credit quality financial institutions.
          As  at  December  31,  2002,  the  balance  placed  in these financial
          institutions  did  not  exceed the insured limit. Management is of the
          opinion  that  the  Company  is  not  exposed to significant interest,
          credit  or  currency  risks  arising from these financial instruments.

     (i)  Long-Lived Assets Impairment

          Certain  long-term  assets  of the Company are reviewed for impairment
          whenever  events or circumstances indicate that the carrying amount of
          assets  may  not  be  recoverable, pursuant to guidance established in
          SFAS  No. 144, Accounting for the impairment or disposal of long-lived
          assets.  Management  considers  assets  to be impaired if the carrying
          value  exceeds the future projected cash flows from related operations
          (undiscounted  and  without interest charges). If impairment is deemed
          to  exist,  the  assets  will  be  written  down  to  fair  value.


                                      F10
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (j)  Accounting for Derivative Instruments and Hedging Activities

          The  Financial Accounting Standards Board ("FASB") issued SFAS No. 133
          Accounting for Derivative Instruments and Hedging Activities. SFAS No.
          133  requires  companies  to  recognize  all  derivatives contracts as
          either  assets or liabilities in the balance sheet and to measure them
          at  fair  value.  If  certain  conditions are met, a derivative may be
          specifically designated as a hedge, the objective of which is to match
          the  timing of gain or loss recognition on the hedging derivative with
          the  recognition  of  (i)  the changes in the fair value of the hedged
          asset  or  liability  that are attributable to the hedged risk or (ii)
          the designated as a hedging instrument, the gain or loss is recognized
          in  income  in  the  period  of  change.

          Historically,  the  Company  has not entered into derivative contracts
          either  to  hedge  existing  risks  or  for  speculative purposes. The
          Company  does  not  anticipate that the adoption of the statement will
          have  a  significant  impact  on  its  financial  statements.

(k)  Loss Per Share

          The Company adopts SFAS No. 128, Earnings Per Share. Loss per share is
          computed  using  the  weighted  average  number  of shares outstanding
          during  the  period.

(l)  Comprehensive Income

          The  Company  adopted  SFAS  No.  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  Statement  of
          Stockholders'  Equity.  Comprehensive  income  comprises equity except
          those  resulting  from  investments  by  owners  and  distributions to
          owners.  The  Company  has no elements of "other comprehensive income"
          for  the  years  ended  December  31,  2002  and  2001.


                                      F11
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (m)  New Accounting Pronouncements

          In  April  2002,  the  FASB  issued  SFAS  No. 145, Rescission of FASB
          Statement  No.  4,  44 and 64, Amendment of FASB Statement No. 13, and
          Technical  Corrections.  The rescission of SFAS No. 4, Reporting Gains
          and  Losses  from Extinguishments, and SFAS No. 64, Extinguishments of
          Debt Made to Satisfy Sinking Fund Requirements, which amended SFAS No.
          4,  will  affect  income  statement classification of gains and losses
          from  extinguishment  of  debt.  SFAS  No. 145 is effective for fiscal
          years beginning January 1, 2002. The adoption of SFAS No. 145 will not
          have  an  impact  on  the  Company's  financial  statements.

          In  June  2002,  the  FASB  issued  SFAS No. 146, Accounting for Costs
          Associated with Exit or Disposal Activities, which addresses financial
          accounting  and  reporting  for costs associated with exit or disposal
          activities  and  nullifies Emerging Issues Task Force Issued No. 94-3,
          Liability  Recognition  for  Certain Employee Termination Benefits and
          Other  Costs  to  Exit  an Activity. SFAS No. 146 generally requires a
          liability  for  a cost associated with an exit or disposal activity to
          be  recognized  and measured initially at its fair value in the period
          in which the liability is incurred. The pronouncement is effective for
          exit  or  disposal  activities  initiated after December 31, 2002. The
          adoption  of  SFAS  No.146  will  not  have an impact on the Company's
          financial  statements.

          In  November  2002,  the  FASB  issued Interpretation No. 45 (FIN 45),
          Guarantor's  Accounting  and  Disclosure  Requirements for Guarantees,
          Including  Indirect  Guarantees  of  indebtedness  of  Others  -  An
          Interpretation  of FASB Statements of No. 5, 57 and 107 and rescission
          of  FASB  Interpretation  No.  34.  This  interpretation clarifies the
          requirements  for  a  guarantor's  accounting  for  and disclosures of
          certain  guarantees  issued and outstanding. FIN 45 also clarifies the
          requirements  related to the recognition of a liability by a guarantor
          at  the  inception  of a guarantee. FIN 45 is effective for guarantees
          entered  into or modified after December 31, 2002. The adoption of FIN
          45  will  not  have  impact  on  the  Company's  financial statements.


                                      F12
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (m)  New Accounting Pronouncements (continued)

          In  December  2002,  the  FASB  issued  SFAS  No.  148, Accounting for
          Stock-based  Compensation  -  Transition  and Disclosure. SFAS No. 148
          amends  SFAS  No.  123  to  provide  alternative methods for voluntary
          transition  to  SFAS  No.  123's  fair  value method of accounting for
          stock-based  employee  compensation.  SFAS  No.  148  also  requires
          disclosure  of  the  effects  of  an  entity's  accounting policy with
          respect  to  stock-based  employee compensation on reported net income
          (loss)  and  earnings (loss) per share in annual and interim financial
          statements. SFAS No. 148 is effective for fiscal years beginning after
          December  15,  2002.  The  adoption  of  SFAS No. 148 will not have an
          impact  on  the  Company's  financial  statements.

          In  January  2003,  the  FASB  issued  Interpretation No. 46 (FIN 46),
          Consolidation  of  Variable  Interest  Entities - An Interpretation of
          Accounting  Research  Bulletin  (ARB)  No.  51.  This  interpretation
          clarifies  how  to  identify  variable  interest  entities and how the
          Company  should  assess its interests in a variable interest entity to
          decide  whether  to consolidate the entity. FIN 46 applies to variable
          interest entities created after January 31, 2003, in which the Company
          obtains an interest after that date. Also, FIN 46 applies in the first
          fiscal  quarter  or  interim  period beginning after June 15, 2003, to
          variable  interest  entities  in  which  the  Company holds a variable
          interest that it acquired before February 1, 2003. The Company has not
          determined  the  impact  FIN  46 may have on the financial statements.


                                      F13
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

3.   MINERAL PROPERTY COSTS

     (a)  Hammala, Kebbouch District, Tunisia

          Pursuant  to  a  letter  agreement  on  May  18,  2000,  Aurora  Gold
          Corporation,  then the Company's parent, transferred to the Company an
          option  agreement  ("Hammala  Option  Agreement")  to  acquire  a 100%
          interest  in  the  Hammala Exploration Permit, which is in the western
          Kebbouch  District,  southwest  of  Tunis.  The  Exploration  Permit
          comprises  four square kilometers. Basic terms of the option agreement
          are  as  follows:

          Option  payments  of  $75,000  to  be  paid  as  follows:

          -     $5,000   initial  payment  (paid)
          -     $10,000  May  15,  2001  (paid)
          -     $15,000  May  15,  2002  (paid)
          -     $20,000  May  15,  2003
          -     $25,000  May  15,  2004

          Exploration  expenditures  not  less  that $500,000, to be incurred as
          follows:

          -     $50,000   May  15,  2001  (fulfilled  in  2000/2001)
          -     $50,000   May  15,  2002  (fulfilled  in  2000/2001)
          -     $75,000   May  15,  2003  (fulfilled  in  2000/2001)
          -     $150,000  May  15,  2004  (fulfilled  in  2002)
          -     $175,000  May  15,  2005  ($51,000  fulfilled  in  2002)

          The  option  agreement  allows  for royalties of 2% Net Smelter Return
          ("NSR"  -  actual  proceeds  received  from  a  smelter  for  material
          delivered  thereto  after  deduction  of transportation costs from the
          shipping  point  to  the  smelter)  on  commencement  of  commercial
          production.  The  NSR  can  be  reduced  to 1% by cash payment of $1.0
          million.  Advance  royalties  of  $25,000  per annum are payable after
          vesting  of  property  through  compliance with cash payments and work
          commitments,  until  commercial  production  is  established.

          The  option agreement for the Hammala Exploration Permit provides that
          any  Exploration  Permits  acquired  within  one  (1) kilometer of the
          perimeter  of  the  Hammala  Exploration  Permit are considered "After
          Acquired  Properties",  and  as  such  are  subjected to the terms and
          conditions  of  the  Hammala Option Agreement and deemed to be part of
          the  Hammala  property.

          The  expenditure  shown  in the parentheses include expenditure on the
          After  Acquired  Properties.


                                      F14
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

3.   MINERAL PROPERTY COSTS (continued)

     (b)  Kebbouch District, Tunisa

          Pursuant  to  an  agreement  on May 18, 2000, Aurora Gold Corporation,
          then  the Company's parent, transferred to the Company a 100% interest
          in  ten  (10)  exploration permits for which the then parent had filed
          applications:  Koudiat  Sidi  Amor, Koudiat Ed Diss, Koudiat El Hamra,
          Sidi Nasseur, Henchir El Goussat, Aine Djonane Ed Dar, Oued El Hariga,
          El  Gourine, Sidi Ahmed Bou Lahia and Griane. The ten (10) exploration
          permits  were formally transferred to the Company by a decree from the
          Minister  of  Industry  in  Tunisia  on  August  15,  2001.

          Five  (5)  of  the  Exploration  Permits,  namely:  Koudiat Sidi Amor,
          Koudiat Ed Diss, Koudiat El Hamra, Henchir El Goussat and Aine Djonane
          Ed  Dar  comprise  After  Acquired Properties under the Hammala Option
          Agreement.  In  2002,  the  Company  was  granted  two  (2) additional
          exploration  permits by the Ministry of Industry in Tunisia, namely El
          Hamri and Er Rosfa, which are contiguous with Hammala, thus increasing
          the  number  of  Exploration  Permits  as After Acquired Properties to
          seven  (7).

     (c)  Billiton UK Resources B.V. Option Agreement

          On  January  29,  2001  ("Closing  Date"),  the Company entered into a
          Subscription  Agreement  with  Billiton  E&D  3  B.V.  and  an  Option
          Agreement  with  Billiton  UK  Resources  B.V.  for  the  funding  of
          exploration  on  eleven  (11)  exploration permits in Northern Tunisia
          (Notes  3  (a)  and  3  (b)).

          Billiton  E&D  3  B.V.  made  an  initial  private  placement and thus
          purchased  857,143 common shares of the Company at $0.70 per share for
          proceeds  of  $600,000  of  which  $475,000  was  to  be  committed to
          exploration  on  the  Hammala  Exploration  Permit  and  the  ten (10)
          Kebbouch  Exploration  Permits,  and $125,000 for regional exploration
          and  administrative  expenses.  A  warrant was attached to each common
          share  entitled  Billiton  E&D 3 B.V. to purchase up to 857,143 common
          shares  of  the Company at $0.70 per share until the first anniversary
          of  the  Closing  Date.


                                      F15
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

3.   MINERAL PROPERTY COSTS (continued)

     (c)  Billiton UK Resources B.V. Option Agreement (continued)

          On  December  7,  2001, as a consequence of delays in importation of a
          drilling  rig  to  Tunisia,  the Company entered into a First Amending
          Agreement  to  the  Option  Agreement  with  Billiton  UK  Resources
          B.VBilliton  UK  Resources  B.V  is deemed to have exercised the First
          Option wherein it can earn a 51% interest in the mineral properties in
          association  with  the  Hammala  Exploration  Permit  and the Kebbouch
          District Exploration Permits by spending a further minimum of $500,000
          on  the  explorations by June 1, 2003 and incur cumulative exploration
          expenditures  of  $1,000,000  by  June  1,  2004.  The  First Amending
          Agreement  extended  the  exercise  date for the First Option from the
          first  anniversary of the Closing Date to August 8, 2002. On August 8,
          2002,  Billiton E&D 3 B.V. advised the Company that it did not wish to
          exercise  its  option  to  purchase  the  additional  shares.

     (d)  Le Kef, Tunisia

          In  2001,  the Company was granted four (4) exploration permits by the
          Ministry  of  Industry  in  Tunisia, namely Zag Ettir, Slima, Hafs and
          Mena.

4.   PROJECT DEVELOPMENT EXPENSES

     The  Company  entered  into  a  License  Agreement (the 'Agreement") with a
     private  company,  and  its  owner,  for  an exclusive, world-wide license,
     covering  proprietary  technology  for  gemstones  identification  and
     verification,  including  several  patent  applications filed with the U.S.
     Patent  & Trademark Office, with the right to sub-license the technology to
     other  entities.

     Under  the  terms of the Agreement, the Company paid an initial license fee
     of  $5,000.  A  further  license fee of $20,000 will be paid on the Royalty
     Calculation  Date,  as defined in the Agreement. The Company will also make
     Royalty Payment based on certain percentages of the gross revenue generated
     from  the  commercial  use  of the technology, subject to a Minimum Royalty
     Payment,  as  defined  in  the  Agreement.

     The  Company  is  currently  developing  the  commercial application of the
     technology  and  charged  all  related  expenses  to  operations.


                                      F16
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

5.   RELATED PARTY TRANSACTIONS

     Related  party  transactions  not  disclosed  elsewhere  in these financial
     statements  are  as  follows:

     As  at  December 31, 2002, $1,808 included in accounts payable was due to a
     company  controlled  by  a  director  of  the  Company.

     In  2001, salary and consulting fees of $120,000 were accrued to a director
     of the Company and a company controlled by a director of the Company. As at
     December  31,  2001, $108,839 included in accounts payable was due to these
     related  parties.

6.   NON-CASH TRANSACTIONS

     In 2002, the Company had the following non-cash transactions:

     (a)  issued 600,000 common shares at $0.167 per share for the settlement of
          outstanding  debts  of  $100,000  owed  to  a  company controlled by a
          director  of  the  Company.

     (b)  issued  150,000  common  shares at $0.20 per share for finder's fee in
          connection  with a private placement of 750,000 common shares at $0.20
          per  share.

     (c)  issued 50,000 common shares at $0.36 per share for consulting services
          provided  by  a  company.

     In  2001,  the  Company  had  the  following  non-cash  transactions:

     (a)  issued  295,683  common  shares  at  $0.70 per share for settlement of
          outstanding  debts  of  $206,979  owed  to  Aurora  Gold  Corporation.

     (b)  issued  217,357  common  shares at $0.70 per share and allotted 25,000
          common  shares  at $0.60 per share for settlement of outstanding debts
          of  $167,150.


                                      F17
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

7.   STOCK OPTIONS AND WARRANTS

     (a)  In  2002, the Company granted 1,100,000 stock options to employees and
          50,000  stock  options  to  a  consultant  of the Company. The Company
          applies  the  fair value based method for stock options granted to the
          consultant.  The  Company charged $9,500 to operations for stock based
          compensation.

          For  stock  options  granted  to employees of the Company, the Company
          applies  the  intrinsic  value  method as prescribed under APB No. 25.
          There  was no stock based compensation charged to operations for stock
          options  granted  to employees. The weighted-average fair value of the
          options granted in 2002 was estimated at $0.12 using the Black-Scholes
          option  pricing model with the following weighted average assumptions:
          risk-free  interest  rate of 4.3%, dividend yield of 0%, volatility of
          135%,  and  expected  lives  of  approximately  4  years.

          The  Company  will  follow the disclosure provision of SFAS No. 123 to
          disclose  pro  forma  information  regarding  net  income as if it has
          accounted  for its employee stock options granted under the fair value
          based  method.  Based  on the computed option values and the number of
          the  options  issued, had the Company recognized compensation expense,
          the  following  would  have been its effect on the Company's net loss:

          -------------------------------------------------------------------
          (Loss) for the year:
          - as reported                                            $(227,812)
          - pro-forma                                              $(359,812)
          -------------------------------------------------------------------
          Basic and diluted (loss) per share:
          - as reported                                            $   (0.01)
          - pro-forma                                              $   (0.02)
          -------------------------------------------------------------------




                                      F18
<PAGE>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
 (An exploration stage enterprise)

Notes to Consolidated Financial Statements
December 31, 2002 and 2001
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

7.   STOCK OPTIONS AND WARRANTS (continued)

     (b)  Stock options outstanding as at December 31, 2002:

          ----------------------------------------------------------------------
                                                               Weighted Average
                                                     Shares     Exercise Price
          ----------------------------------------------------------------------
          Granted                                   1,150,000  $            0.16
          ----------------------------------------------------------------------
          Options outstanding at December 31, 2002  1,150,000  $            0.16
          ======================================================================


                     Options Outstanding and Exercisable
          =======================================================
                                    Weighted
                                    Average
                                   Remaining    Weighted Average
          Exercise     Number     Contractual       Exercise
          Price      Outstanding   Life (yr)          Price
          -------------------------------------------------------
          0.35            50,000           1.0  $            0.35
          0.15         1,100,000           4.2  $            0.15
                     -----------  ------------  -----------------
                       1,150,000           4.0  $            0.16
                     ===========  ============  =================


          Each  stock  option entitles the holder to acquire one common share of
          the  Company.

     (c)  As  at  December  31,  2002,  750,000  share  purchase  warrants  were
          outstanding.  These  warrants  will  entitle the holder to acquire one
          common share of the Company at an exercise price of $0.40 per share on
          or  before  April  18,  2003.


                                      F19
<PAGE>