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, 2006
                                       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 _________.
                                       OR
( )  SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     Date of event requiring this shell company report.........
     For the transition period from ________ to _______

                         Commission File Number: 0-30816

                           AURORA METALS (BVI) LIMITED
             (Exact name of Registrant as specified in its charter)

                             BRITISH VIRGIN ISLANDS
                 (Jurisdiction of Incorporation or Organization)

                P.O. BOX 27494, DENVER, COLORADO, USA 80227-0494
                     (Address of Principal executive office)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class: None Name of each exchange on which registered: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Title of each class: Common Shares
Name of exchange on which registered: None

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

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

As at June 25, 2007 and December 31, 2006 there were 19,981,476 Common Shares
outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.

YES  [ ]   NO  [X]

If this report is an annual or transitional report, indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.

YES  [ ]   NO  [X]


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<PAGE>
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 whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer  [X]

Indicate by check mark which financial statement item the Registrant has elected
to  follow:

[X] Item 17 [ ] Item 18

If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [ ]  NO [X]

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

YES [ ]  NO [X]


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<PAGE>
<TABLE>
<CAPTION>
                           AURORA METALS (BVI) LIMITED
                                TABLE OF CONTENTS

PART I
<S>          <C>                                                        <C>
  GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .    4
  FORWARD LOOKING STATEMENTS  . . . . . . . . . . . . . . . . . . . . .    4

  ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS. . .    4
  ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE. . . . . . . . . .    5
  ITEM 3.    KEY INFORMATION. . . . . . . . . . . . . . . . . . . . . .    5
  ITEM 4.    INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . .    8
  ITEM 4A    UNRESOLVED STAFF COMMENTS. . . . . . . . . . . . . . . . .   13
  ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS . . . . . . .   14
  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 LISTING. . . . . . . . . . . . . . . . . . .   22
  ITEM 10.   ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . .   24
  ITEM 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
             MARKET RISK. . . . . . . . . . . . . . . . . . . . . . . .   28
  ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES . .   28

PART II

  ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES. . . . . .   28
  ITEM 14.   MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS AND
             USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . .   28
  ITEM 15.   CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . .   28
  ITEM 16.   (RESERVED) . . . . . . . . . . . . . . . . . . . . . . . .   29
  ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT . . . . . . . . . . . . .   29
  ITEM 16B.  CODE OF ETHICS . . . . . . . . . . . . . . . . . . . . . .   29
  ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . .   30
  ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR
             AUDIT COMMITTEES . . . . . . . . . . . . . . . . . . . . .   31
  ITEM 16E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
             AFFILIATED PURCHASERS. . . . . . . . . . . . . . . . . . .   31

PART III

  ITEM 17.   FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . .   31
  ITEM 18.   FINANCIAL STATEMENTS (NOT APPLICABLE). . . . . . . . . . .   32
  ITEM 19.   FINANCIAL STATEMENTS AND EXHIBITS. . . . . . . . . . . . .   32

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36

APPENDIX A TO PART I, ITEM 4.

GLOSSARY OF GEOLOGICAL TERMS. . . . . . . . . . . . . . . . . . . . . .   37
</TABLE>


                                        3
<PAGE>
PART I

GENERAL INFORMATION

Aurora Metals (BVI) Limited is a corporation organized under the laws of the
British Virgin Islands. As used in this document, the term "Aurora Metals"
refers to Aurora Metals (BVI) Limited and the terms "we", "us", "our", and the
"Company" refer to Aurora Metals and, as applicable, Aurora Metals and its
direct and indirect subsidiaries as a group. The Company's consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America and include the accounts of
the Company and its wholly-owned subsidiary, Crystal Coding Limited. The Company
is in the mineral exploration business. Unless otherwise indicated all dollar
references are to United States dollars.

FORWARD-LOOKING STATEMENTS

This document contains statements that plan for or anticipate the future, called
"forward-looking statements." In some cases, you can identify forward looking
statements by terminology such as "may," "will," "should," "could," "expects,"
"plans,"  "intends," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of those terms and other comparable
terminology.

These forward-looking statements appear in a number of places in this document
and include, but are not limited to, statements about: our market opportunity;
revenue generation; our strategies; competition; expected activities and
expenditures as we pursue our business plan; the adequacy of our available cash
resources; general business and economic conditions and governmental policies
affecting the agricultural industry in localities where the Company or its
customers operate; weather conditions; the impact of competitive products;
pressure on prices realized by the Company for its products; constraints on
supplies of raw materials used in manufacturing certain of the Company's
products; capacity constraints limiting the production of certain products;
difficulties or delays in the development, production, testing and marketing of
products; difficulties or delays in receiving, or increased costs of obtaining
or satisfying conditions that require governmental and regulatory approvals;
market acceptance issues, including the failure of products to generate
anticipated sales levels; the effects of and change in trade, monetary,
environmental and fiscal policies, laws and regulations; foreign exchange rates
and fluctuations in those rates; conduct of operations in politically and
economically less developed areas of the world and the costs and effects of
legal proceedings, including environmental and administrative proceedings
involving the Company as more fully set forth in item "3D - Risk Factors" and
"Item 5 - Operating and Financial Review and Prospects" and factors reported
from time to time in the Company's Securities and Exchange Commission reports.


ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

A.   DIRECTORS AND SENIOR MANAGEMENT

     Not Applicable.

B.   ADVISORS

     Not applicable

C.   AUDITORS

     Not applicable


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<PAGE>
ITEM 2.     OFFER STATISTICS AND EXPECTED TIMETABLE

A.   OFFER STATISTICS

     Not Applicable

B.   METHOD 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 5. " Operating and Financial Review
and Prospects ". Any selected data presented here will be merely repetition of
that contained within the financial statements under Part III 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 31, 2006 and "Operating and Financial Review and
Prospects " 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").


                                        5
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                               FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA
                                (EXPRESSED IN U.S. DOLLARS UNLESS OTHERWISE INDICATED)
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
Period Type                              12 Months      12 Months      12 Months      12 Months      12 Months
-------------------------------------  -------------  -------------  -------------  -------------  -------------
<S>                                    <C>            <C>            <C>            <C>            <C>
Fiscal Year End                        Dec 31, 2006   Dec 31, 2005   Dec 31, 2004   Dec 31, 2003   Dec 31, 2002
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Period Start                           Jan 01, 2006   Jan 01, 2005   Jan 01, 2004   Jan 01, 2003   Jan 01, 2002
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Period End                             Dec 31, 2006   Dec 31, 2005   Dec 31, 2004   Dec 31, 2003   Dec 31, 2002
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Current Assets                               28,394         11,813         32,801            737         32,486
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Total Assets                                 28,394         11,813         32,801            737         32,486
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Current Liabilities                         112,282        175,058         80,777         33,850          2,268
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Common Stock                                199,815        180,815        175,481        164,631        158,191
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Other Equity                               (283,703)      (344,060)      (217,757)      (197,744)      (127,973)
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Total Liability and Equity                   28,394         11,813         32,801            737         32,486
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Other Expenses                              119,936        239,229        176,913        288,706        227,812
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Income (Loss) Pre-tax                      (119,936)      (239,229)      (176,913)      (288,706)      (227,812)
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Income (Loss) Continuing                   (119,936)      (239,229)      (176,913)      (288,706)      (227,812)
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Discontinued                                      0              0              0              0              0
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Net Income (Loss)                          (119,936)      (239,229)      (176,913)      (288,706)      (227,812)
-------------------------------------  -------------  -------------  -------------  -------------  -------------
EPS Basic                                     (0.00)         (0.01)         (0.01)         (0.02)         (0.01)
-------------------------------------  -------------  -------------  -------------  -------------  -------------
EPS Diluted                                   (0.00)         (0.01)         (0.01)         (0.02)         (0.01)
-------------------------------------  -------------  -------------  -------------  -------------  -------------
Common Shares Issued and Outstanding     19,981,476     18,081,476     17,548,076     16,463,076     15,819,126
----------------------------------------------------------------------------------------------------------------
</TABLE>

B.   CAPITALIZATION AND INDEBTEDNESS

     Not  applicable

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, labour 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 the U.S.A., the Company's exploration activities are subject to federal,
state and local governmental controls and regulations covering the discharge of
materials and contaminants into the environment, disturbance of land,
reclamation of disturbed lands and other environmental


                                        6
<PAGE>
concerns.  In order to comply with statutory requirements the Company will
obtain permits from the relevant federal, state and local regulatory agencies
and file various reports and maintain records of its operations as affecting the
environment.


(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, which may
make 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. The Company had a registered branch,
Aurora Metals (BVI) Tunisia, which was incorporated on July 22, 2000, and was in
compliance with Tunisian commercial and taxation requirements until its closure
on June 7, 2006. Regulations with regard to exploration and mining are discussed
in (i) above and for environmental matters in (iv) below.

The Company's wholly-owned subsidiary, Crystal Coding Limited, which was
incorporated on November 23, 2001 as 637700 BC Ltd subsequently changed to
Crystal Coding Limited on June 6, 2002, is in compliance with all the rules and
regulations of the British Columbia Company Act.

(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.

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,
labour, 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 its operations or income.


                                        7
<PAGE>
(iv)     ENVIRONMENTAL REGULATIONS

The Company will obtain all required environmental and regulatory permits from
U.S federal, state and local regulatory agencies for its exploration activities
in the U.S.A.


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 was spun off to the
shareholders of Aurora Gold Corporation as a stock dividend on March 19, 2001.
The Company has one wholly-owned subsidiary, Crystal Coding Ltd and a registered
branch, Aurora Metals (BVI) Tunisia, in Tunisia, the latter being inactive and
in the process of being closed.

The Company was formed for the purpose of the location, acquisition and
exploration of mineral properties.  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 either directly or through joint ventures 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.

B.   BUSINESS OVERVIEW

The Company currently has an interest in one project consisting of two separate
land leases in Stillwater Montana (the "Stillwater Complex").  There are no
known reserves on the Stillwater Complex.

ACQUISITION

After commencing negotiations in August 2003, the Company subsequently entered
into two (2) arms' length lease agreements covering patented and unpatented
claims in the Stillwater Complex, Montana, U.S.A.  The lease agreements cover
various areas where three distinct types of mineralization have been identified
from past exploration, specifically: platinum group elements ("PGMs" - platinum,
palladium, rhodium, ruthenium, osmium, and iridium); nickel-copper-cobalt also
considered likely to contain PGMs; and chromite deposits.

Expenditure on data assembly and matters associated with the lease agreements in
the year ended December 31, 2006 was $18,921 (December 31, 2005 - $12,723).

MOUNTAIN VIEW LEASE AGREEMENT

The Mountain View Lease Agreement is between Aurora Metals, as Lessee, and the
Mouat family, Mouat Nickel Mines, Inc., Fort Stockton Investments, Inc. and 15
individuals (collectively the "Lessors"), and covers 70 unpatented lode mining
claims, five unpatented placer mining claims, one unpatented mill site claim,
one unpatented tunnel site claim and one patented lode mining claim, in a
contiguous area of approximately 1,719 acres, all located in Stillwater County.
The Lease Agreement has a Primary Term of ten years from the date of execution,
February 1, 2004, extendable for a further five years upon payment of Advance
Royalties of $50,000.  Aurora Metals will be responsible for payment of annual
fees, totaling $7,700, to the U.S. Bureau of Land


                                        8
<PAGE>
Management ("BLM") for the unpatented claims and property ownership taxes on
patented claims.  A Net Smelter Return ("NSR") of 2%, less milling, refining,
smelting and transportation costs, will apply to all products from mining
operations.  Advance Royalties of $500,000 will be payable at commencement of
construction of a mine.

BASAL ZONE LEASE AGREEMENT

The Basal Zone Lease Agreement is between Aurora Metals, as Lessee, and the
Mouat family, Mouat Nickel Mines, Inc., and Fort Stockton Investments, Inc.,
(collectively the "Lessors"), and covers eight unpatented lode mining claims,
one unpatented placer mining claim, and 34 patented lode mining claims, an area
of approximately 903 acres, in Stillwater County and 17 unpatented lode mining
claims, covering approximately 345 acres, in Sweet Grass County.   The Lease
Agreement has a Primary Term of ten years from the date of execution, January 1,
2004, extendable for a further five years.  Aurora Metals will be responsible
for payment of annual fees, totaling $2,600, to the BLM for the unpatented
claims.  Aurora Metals will pay the Lessors a monthly fee of $500 on the first
anniversary of the Agreement, $1,000 per month on the second anniversary, $1,500
per month on the third anniversary, and $2,000 per month from the sixth
anniversary and subsequently for the term of the Agreement.   An NSR of 2%, less
milling, refining, smelting and transportation costs, will apply to all products
from mining operations.

AURORA-TREND STILLWATER VENTURE

On September 17, 2004 the Company signed a Letter of Intent with Trend Mining
Company ("Trend" - OTC BB: TRDM.OB) with the aim of establishing a joint venture
for exploration on certain claims covered by the Basal Zone and Mountain View
Lease Agreements.  After several extensions to the Letter of Intent, an
agreement entitled "Aurora-Trend Stillwater Venture Agreement" ("A-TSV") was
signed with an effective date of January 1, 2005.  The claim blocks covered
under the A-TSV are shown on Exhibits 10.25 and 10.26 to this Annual Report.

Under the terms of the A-TSV, Trend is the operator during the exploration phase
of the joint venture and can earn 50% in the claim blocks by spending $2 million
over a five year period.  Work commitments during the first and second years,
2005 and 2006, are $100,000 and $400,000 respectively, after which the work
commitment is $500,000 per year.   Upon spending $2 million, a joint venture
company will be formed by the Company and Trend to operate and further develop
the properties.  Trend will pay annual claim fees and lease payments on a pro
rata basis commensurate with claims assigned to the A-TSV.

Considerations paid, or to be paid, by Trend to the Company include: the issue
of 50,000 shares of Trend's common stock on signing of the Agreement (done);
$20,000 in cash and 20,000 shares of Trend's common stock on the first
anniversary date (done); and $20,000 in cash or equivalent value in shares of
Trend's common stock annually beginning on the second anniversary date until
Trend has spent the agreed sum of $2 million.

During 2006 Trend spent $99,988 plus allowable costs of $4,995 for general and
administrative charges, and made cash and/or share issues as required.  Trend's
expenditure through December 31, 2006 was $354,557 plus allowable administrative
charges of $17,728, a total of $372,285 compared with the aggregate of $500,000
required under the A-TSV. In 2006, Trend was unable to carry out field and
drilling programs because the US Forest Service instituted a moratorium on such
work in the areas covered by the leases to prevent wild fires.  The Company and
Trend agreed that this action by the US Forest Service constituted "force
majeur" under the terms of the A-TSV.

LOCATION AND ACCESS

The Stillwater Complex is located approximately 90 miles southwest of Billings,
Montana, at the northern edge of the Beartooth Mountains, in south-central
Montana. The general location and


                                        9
<PAGE>
regional location of the Stillwater Complex are shown on Exhibits 10.23 and
10.24 to this Annual Report.  The complete land status for the Stillwater
Complex is shown on Exhibit 10.25 and the complete land status for the
Stillwater River Area is shown on Exhibit 10.26 to this Annual Report.

Access to the Stillwater Complex properties, once off public thoroughfares, is
via roads maintained and operated by Stillwater Mining Company (SMC).  SMC has a
mining and treatment plant and associated infrastructure at the valley floor and
underground accesses at various intervals above that horizon on the western and
eastern sides.   The Company is subject to federal regulations and SMC's rules
with regard to induction, screening and escorting of the Company's exploration
and other personnel.  The general public does not have access to the Company's
properties.

Power is not available on the property and all portable power generators are
used for exploration requirements. Water for drilling purposes is available from
streams subject to appropriate permits from the U.S. Forest Service.

STILLWATER COMPLEX - GEOLOGY

The Stillwater Complex is an Archean, layered, mafic, igneous complex.  The
lithologies are grouped into three series, viz:

(i)   the Basal Series, forming the base of the Complex which hosts
      nickel-copper-cobalt sulfide mineralization that also contains cobalt,
      gold, silver and PGMs;

(ii)  the Ultramafic Series, overlying the Basal Series, which hosts eleven
      chromitite seams/veins, labelled as "A" through "K". The A and B
      Chromitites are the lowermost seams and contain potentially economic
      concentrations of PGMs. There is a geological similarity between these two
      seams and the UG2 Chromitite seam, the principal source of resources and
      production of PGM in the Bushveld Complex, South Africa; and

(iii) the Banded Series, overlying the Ultramafic Series, which is dominated by
      plagioclase-rich gabbros and anorthosites, and hosts the PGM-bearing J-M
      Reef currently being mined by the Stillwater Mining Company ("SMC").

Comparatively recent electromagnetic and magnetic surveys have identified
prominent conductive, magnetic zones near the base of the Lower Banded Series
and the top of the Ultramafic Series and are referred to as the
Volatile-Enriched Zone ("VEZ").   The conductive and coincident magnetic
anomalies of the VEZ result from the presence of graphite and disseminated
sulfides, and disseminated pyrrhotite and magnetite, respectively.  The VEZ has
the potential for mineralization containing PGM.

STILLWATER COMPLEX - EXPLORATION HISTORY

MOUNTAIN VIEW AND BASAL ZONE LEASE AGREEMENTS - PLATINUM GROUP METALS

Estimates of mineralized material shown below were included in a valuation of
the properties by an independent consultant in December 2000 when the properties
were held by a joint venture between Chrome Corporation of America ("CCA") and
Idaho Consolidated Minerals Corporation.  The estimates were not subject to
consideration of mining, metallurgical, economic, marketing, legal,
environmental, social and governmental factors and should not be construed as
reserves.  Within the areas covered by the Lease Agreements the data from
exploration to date are insufficient to prepare estimates of reserves in
conformance with the requirements of the SEC

(a)  Mountain View Lease, Mountain View Block, A and B Chromitites, four shallow
     drill holes drilled by CCA in 1988, and one deep hole drilled by Phelps
     Dodge Corporation in 1990; and


                                       10
<PAGE>
(b)  Basal Zone Lease, Crescent Creek, A and B Chromitites, 11 shallow drill
     holes drilled by the Anaconda Minerals Company ("Anaconda") in 1979 and
     1982, eight shallow drill holes drilled by CCA in 1986 and 1987, one deep
     hole drilled by Phelps Dodge Corporation in 1990 and four intermediate
     depth holes drilled by Pan Palladium USA Inc. ("PPD") in 2003.

The VEZ on the Mountain View Lease was considered as having potential for
mineralized material but there had been no previous drilling into the anomaly.

The A and B Chromitites in Nye Basin were also considered to have potential for
mineralized material based on results from exploration in 1985 by the Anaconda
Minerals Company ("Anaconda") which drilled five holes.

MOUNTAIN VIEW AND BASAL ZONE LEASE AGREEMENTS - NICKEL-COPPER-COBALT

Between 1966 and 1979, Anaconda explored nickel-copper-cobalt ("Ni-Cu-Co")
mineral occurrences at the Mouat Mine area on the Mountain View Lease and the
Nye Basin and Benbow Mine areas on the Basal Zone Lease.  The most extensively
drilled was the Mouat Mine area where 126 core holes were drilled on a 100-foot
by 100-foot grid, totalling 108,600 feet, followed by 1,547 feet of exploratory
development.

In the Nye Basin, 22 core holes were drilled, totalling 15,598 feet, and at the
Benbow Mine area ten core holes, totalling 5,564 feet, were completed.

Of the two areas, it is considered probable that the basal, or lowermost
sulfide, unit in the Nye Basin Basal Zone sulfides contains PGM.  All of the
massive and heavily disseminated sulfide core from holes drilled in Nye Basin
was used for metallurgical test work aimed at recovery of nickel and copper,
using conventional flotation followed by roasting and smelting, without analyses
for PGM.  Claims covering the Nye Basin Basal Zone Ni-Cu deposit are excluded
from the A-TSV.

MOUNTAIN VIEW LEASE AGREEMENT - MOUAT MINE - CHROMITE

Mining of the G and H chromitite veins in the Mouat Mine was carried out in two
periods, 1939 to 1943 (World War II) and 1953 to 1962 (Korean war and
thereafter).  Production during these periods was under contracts with U.S.
federal agencies.  On completion of the second contract, a total of some 2.1
million st had been mined with mine development and stoping having been carried
out over a strike length of approximately 3,000 feet and a vertical extent of
1,200 feet.

In 1988, an Interim Feasibility Study covering further development of the Mouat
Mine through the construction of a concentrator and a refinery for the
production of ferrochrome, was completed.  Additional development and diamond
drilling was completed by the then lease holder, CCA, as part of the Interim
Feasibility Study.  Claims covering the Mouat Mine and G and H chromitite veins
are excluded from the A-TSV.

The chromitite is stable and benign and the Company is unaware of any
contamination of soil and groundwater and is not subject to any remediation
plans on the site from past mining operations from either federal or state
authorities.

PROPOSED  EXPLORATION  TARGETS  AND  RESULTS - AURORA-TREND STILLWATER VENTURE -
2005/2006

Under the A-TSV Trend intended to carry out exploration on the following targets
in 2005/2006:

(i)   PGMs in the A and B Chromitites within the Ultramafic Series on claims
      covered by both the Mountain View and Basal Zone Leases. The three areas
      nominated for drilling the A


                                       11
<PAGE>
      and B Chromitites are Mountain View and Nye Basin west and east of the
      Stillwater River, respectively, and Crescent Creek further to the west of
      the West Fork of the Stillwater River;

(ii)  PGMs in the VEZ mineralization on the Mountain View Lease; and

(iii) confirmatory drilling into the Mouat Mine copper-nickel deposit on the
      Mountain View Lease.

2005 EXPLORATION

In 2005, one core hole was drilled in the Nye Basin, east of the Stillwater
River, with the intention of intersecting the B Chromitite.  The hole, declined
at 45 degrees to a depth of 381 feet, did not intersect the target because of
faulting.

In 2005, one core hole was drilled into the VEZ horizon, declined at 58 degrees
to a depth of 600 feet.  The hole intersected some 250 feet of altered rocks
containing up to 2% sulfides with ubiquitous disseminated magnetite and copper
and iron sulfides.  Despite the favorable alteration mineralogy and rock types
the content of PGMs was low, indicating no mineralization of economic potential.
Coherent intercepts cannot be quoted because of the many intervals in which PGM
values were below detection limits.

Quality assurance and quality control (QA/QC) measures taken by Trend included
splitting of core under supervision of the controlling geologist, followed by
road and air transport of the core samples to the registered laboratory of ALS
Chemex, Sparks, Nevada.  Sample preparation and subsequent analysis of samples
using multi-element analysis by induced couple plasma for forty-one elements
(ME-ICP41) was completed by ALS Chemex.

In the Mouat Mine copper-nickel deposit an attempt was made to twin one of
Anaconda's holes but the hole was abandoned at 58 feet in overburden.

The geologist in charge of exploration by Trend in 2005 and 2006 was James
Ebisch, BS Geology and MS Geology, Registered Professional Geologist No. 928 in
Oregon, who has 25 years experience.  It is anticipated that Mr. Ebisch will
direct Trend's future exploration activities.

2006 EXPLORATION

Trend intended to carry out further preliminary exploration field work and
drilling on all three targets but was prevented from doing so because of a
moratorium on field work imposed on the leases by the US Forest Service.
Exploration activities carried out under the A-TSV on the Stillwater Complex are
as approved by the U.S. Forest Service.

Detailed plans will not be prepared unless the results from preliminary
exploratory drilling on the A and B Chromitites, and the VEZ horizon, so
warranted.

Trend's assessment of the Mouat Mine copper-nickel deposit is that drilling to
outline sections with above average grades is warranted.  Further attempts to
twin Anaconda's holes were to have been made.  Trend expected to fund the
exploration and other studies from private placements as it did in 2005.

Trend engaged consultants to reinterpret and reassess geological data, commence
modeling and examine the economics of the Mouat copper-nickel deposit. This work
comprised tha bulk of its expenditure under the A-TSV in 2006.


                                       12
<PAGE>
OTHER PROPERTY INTERESTS

During the period covered by this Annual Report, the Company disposed of and or
abandoned interests in different exploration and other projects as follows:

PEOPLE'S REPUBLIC OF CHINA

In late 2005 and early 2006 the Company carried out due diligence and
negotiations for an agreement on gold mining operations held by Penglai City
Hexi Gold Mine Company Limited ("Hexi" - a private company) and Mr. Wang Zhi
Qiang ("Wang"), principal shareholder of Hexi.   The principals of a second
private company, Golden Phoenix Resources Asia Limited ("GPRA"), had introduced
the opportunity to the Company and assisted in the assessment of Hexi's
operations which produce approximately 30,000 ounces of gold per annum from
underground mines, and are located in Shandong Province in the People's Republic
of China ("PRC").

A Memorandum of Agreement ("MOA") was signed by the Company, GPRA and Hexi on
February 20, 2006.  Under the terms of the MOA, the Company was to carry out an
exploration program at a cost of $1.5 million over a period of approximately 18
months.  If the results of the exploration program were acceptable to the
Company the MOA provided that a Valuation of the Hexi assets was to be
performed.   The Valuation was to determine the number of shares to be issued by
the Company to Wang for contributing 90% of the Hexi assets to a joint venture
company to be formed.   The balance of 10% would be held by Wang in accordance
with PRC law.   GPRA was to receive 20% of Wang's shares in the Company.
Subsequently, the Company was to be renamed and steps taken to achieve a public
listing on the TSX-Venture Exchange in Toronto, Canada.

The MOA required that all approvals and consents of governmental authorities in
the PRC and registration requirements be completed by May 7, 2006 or the Company
and GPRA, or Wang and Hexi, were entitled to terminate the MOA by notice to the
other.  As of December 31, 2006 no notice had been issued by either party.  In
the meantime, Wang issued vague written and verbal indications of
dissatisfaction with the terms of the MOA to which he is a signatory.  As a
consequence, while the Company was prepared to abide by the MOA it has now
lapsed.

Despite the uncertainty regarding Hexi, the Company continued to examine other
opportunities for investment within the PRC during the first six months of 2006
before ceasing its efforts because of difficulties in establishing title,
reaching and registering agreements.

C.  ORGANIZATIONAL STRUCTURE

Aurora Metals (BVI) Limited     Incorporated as an International Business
                                Company in the British Virgin Islands;
Crystal Coding limited          Incorporated in British Columbia, Canada and is
                                a 100% wholly owned subsidiary of Aurora Metals
                                (BVI) Limited

D.  PROPERTY, PLANT AND EQUIPMENT

The Company does not own any physical plant, equipment or infrastructure.

ITEM 4A.  UNRESOLVED STAFF COMMENTS

[Not applicable]


                                       13
<PAGE>
ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The Company's financial objectives are to build shareholder value through
internal growth, to acquire projects and business that bring added value, to
maintain operational flexibility and to minimize operating costs.

The 2006 consolidated financial statements present the Company's results of
operations and its financial position. These consolidated financial statements
were compiled using United States generally accepted accounting principles
("U.S. GAAP").

A.   OPERATING RESULTS

These consolidated financial statements present information regarding the
financial position and results of operations for the last three years.

The Company has not generated any operating revenues to date.

Operating results for the years ending December 31, 2006, 2005, 2004, 2003 and
2002 are tabulated below:

<TABLE>
<CAPTION>
                                                           YEAR ENDING
        DESCRIPTION          DEC 31, 2006   DEC 31, 2005   DEC 31, 2004   DEC 31, 2003   DEC 31, 2002
<S>                          <C>            <C>            <C>            <C>            <C>
Profit (Loss)                    (119,936)      (239,229)      (176,913)      (288,706)      (227,812)
Profit (Loss) per share
- basic and diluted                 (0.00)         (0.01)         (0.01)         (0.02)         (0.01)
General and Administration         53,858         77,906         28,570         21,699         27,801
Legal                              14,487            543          1,739         20,892          2,455
Accounting and audit               21,970         10,942          7,060         13,131         14,448
Exploration                             -              -          7,112          5,011        105,620
</TABLE>

B.   LIQUIDITY AND CAPITAL RESOURCES

On December 31, 2006 the Company had cash of $4,874 (December 31, 2005 $4,957;
December 31, 2004 $32,695; December 31, 2003, $737; December 31, 2002, $32,486).
Working capital surpluses (deficiencies) were ($83,888), ($163,245) ($47,276),
($33,313), and $30,218, at December 31, 2006, 2005, 2004, 2003, and 2002,
respectively. Total liabilities were $112,282, $175,058, $80,077, $33,850, and
$2,268, at December 31, 2006, 2005, 2004, 2003, and 2002, respectively.

Financing activities during the twelve months ended: December 31, 2006 - $45,000
from the issue of 300,000 shares on exercise of stock purchase warrants;
December 31, 2004 - $150,000 from the issue of 1,000,000 shares in a private
placement; December 31, 2003 - nil; and December 31, 2002 $150,000 from the
issue of 750,000 shares in a private placement.

The Company is an exploration stage company and there is no assurance that a
commercially viable mineral deposit exists on any of its properties. There are
no known reserves on the Company's Stillwater Complex project. The continued
operations of the Company and the recoverability of mineral property costs are
dependent upon the ability of the Company to obtain necessary financing to
confirm the existence of mineral reserves, and, if warranted, complete
development and subsequently establish mines. Detailed exploration plans will
not be developed unless warranted by the results of Trend's preliminary
exploration activities.


                                       14
<PAGE>
The general business strategy of the Company is to acquire mineral properties
either directly or through the acquisition of operating entities. The Company's
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and the satisfaction of liabilities and commitments in the
normal course of business. As discussed in note 1 to the financial statements,
the Company has incurred recurring operating losses and requires additional
funds to meet its obligations and maintain its operations. Without cash flow
from operations, it may need to obtain additional funds (presumably through
equity offerings and/or debt borrowing) in order, if warranted, to implement
additional exploration programs on its properties.  Failure to obtain such
additional financing may result in a reduction of the Company's interest in
certain properties or an actual foreclosure of its interest. The Company has no
agreements with any person as to such additional financing but in a subsequent
event in 2004 has reached an understanding with International Mining and Finance
Corporation, a private company registered in Colorado, U.S.A., with regard to
that entity assisting in raising finance for exploration on the Company's
properties in Montana and for acquisition of additional projects.

The Company's exploration properties have not commenced commercial production
and the Company has no history of earnings or cash flow from its operations.
While the Company may attempt to generate additional working capital through the
operation, development, sale or possible joint venture development of its
property, there is no assurance that any such activity will generate funds that
will be available for operations.

PLANS FOR YEAR 2007

The Company's plans for year 2007 center on the development of resource-related
business opportunities; investigation and acquisition of mineral properties with
emphasis on precious metals; and exploration on the Mountain View and Basal Zone
Leases in the Stillwater Complex, Montana, U.S.A. through the Aurora-Trend
Stillwater Venture.   The Company will require approximately $175,000 for
corporate, legal, accounting, administrative and resource-related expenses
through year 2007.


APPLICATION OF CRITICAL ACCOUNTING POLICIES

The preparation of its financial statements requires the Company to use
estimates and assumptions that affect the reported amounts of assets and
liabilities as well as revenues and expenses. The Company's accounting policies
are described in note 2 to its consolidated financial statements. The Company's
accounting policies relating to mineral properties and exploration expenses are
critical accounting policies that are subject to estimates and assumptions
regarding future activities.

Exploration costs are charged to operations as incurred until such time that
proven reserves are discovered. From that time forward, the Company will
capitalize all costs to the extent that future cash flow from mineral reserves
equals or exceeds the costs deferred.  The deferred costs will be amortized over
the recoverable reserves when a property reaches commercial production.  As at
December 31, 2006, 2005, 2004 and 2003, the Company did not have proven
reserves. Costs of initial acquisition of mineral rights and concessions are
capitalized until the properties are abandoned or the right expires. Exploration
activities conducted jointly with others are reflected at the Company's
proportionate interest in such activities

Generally accepted accounting principles require the Company to consider at the
end of each accounting period whether or not there has been an impairment of the
capitalized property, plant and equipment. This assessment is based on whether
factors that may indicate the need for a write-down are present. If the Company
determines there has been impairment, then the Company would be required to
write-down the recorded value of its property, plant and equipment costs which
would reduce the Company's earnings and net assets.


                                       15
<PAGE>
C.   RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES, ETC

Not applicable

D.   TREND INFORMATION

There are no known trends that might eventually affect us.

E.   OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements or contractual
obligations that are likely to have or are reasonably likely to have a material
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that have not been disclosed in the
Company's financial statements.

F.   TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The Company has not entered into derivative contracts either to hedge existing
risks or for speculative purposes.

G.   SAFE HARBOR

This report contains statements that plan for or anticipate the future, called
"forward-looking statements." In some cases, you can identify forward looking
statements by terminology such as "may," "will," "should," "could," "expects,"
"plans,"  "intends," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of those terms and other comparable
terminology.

These forward-looking statements appear in a number of places in this report and
include, but are not limited to, statements about: our market opportunity;
revenue generation; our strategies; competition; expected  activities  and
expenditures as we pursue our business plan; the adequacy of  our  available
cash  resources; general business and economic conditions and governmental
policies affecting the agricultural industry in localities where the Company or
its customers operate; weather conditions; the impact of competitive products;
pressure on prices realized by the Company for its products; constraints on
supplies of raw materials used in manufacturing certain of the Company's
products; capacity constraints limiting the production of certain products;
difficulties or delays in the development, production, testing and marketing of
products; difficulties or delays in receiving, or increased costs of obtaining
or satisfying conditions that require governmental and regulatory approvals;
market acceptance issues, including the failure of products to generate
anticipated sales levels; the effects of and change in trade, monetary,
environmental and fiscal policies, laws and regulations; foreign exchange rates
and fluctuations in those rates; conduct of operations in politically and
economically less developed areas of the world and the costs and effects of
legal proceedings, including environmental and administrative proceedings
involving the Company as more fully set forth in item 3D - Risk Factors and Item
5 - Operating and Financial Review and Prospects and factors reported from time
to time in the Company's Securities and Exchange Commission reports.


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 June 25, 2007 and December 31, 2006. All
executive officers and directors have


                                       16
<PAGE>
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 67, mining engineer, President and Director since May 17, 2000. Vice
                       President of JAMine, Inc., a consulting company providing engineering and
                       management services to the mining industry, since 1988.  Prior positions were
                       held in corporate and mine management, construction, planning and
                       development from 1969 to present.  Engaged on business associated with the
                       Company for approximately 40% of 2006.
---------------------  ---------------------------------------------------------------------------------
A. Cameron Richardson  Age 54, Controller since October 1997, Director and Chief Financial Officer
                       since May 17, 2000. Chief Financial Officer of Aurora Gold Corporation (April
                       1998 to present), Chief Accounting Officer (June 1997 to present), Secretary
                       (April 1998 to present) and President (May 4, 2001 to February 27, 2006).
                       Director, Secretary and Chief Financial Officer of Aurora Metals (BVI) Limited
                       (May 2000 to present). Secretary of Eurasia Gold Fields, Inc (September 2000 to
                       present), Director (June 2006 to present). Director of La Plata Gold Corporation
                       (July 1997 to July 2003 and from June 2005 to present), Chief Financial Officer
                       (August 2000 to September 2006), Secretary (April 1998 to September 2006).
                       President and Director of Soil Biogenics Limited (August 2002 to July 2003),
                       Secretary (August 2002 to July 2003 and September 2004 to present). Held
                       accounting positions with various Canadian resource companies (1981 to 1997)
--------------------------------------------------------------------------------------------------------
</TABLE>

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

B.   COMPENSATION

The following table sets forth information concerning the compensation of the
named executive officers for each of the registrant's last five (5) completed
fiscal years:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                         LONG-TERM COMPENSATION
                                                              ---------------------------------------------
                                  ANNUAL COMPENSATION                  AWARDS               PAYMENTS
                            --------------------------------  ------------------------  -------------------
                                                                           SECURITIES
                                                                             UNDER-                  ALL
                                               OTHER ANNUAL   RESTRICTED      LYING                 OTHER
                                                  COMPEN-        STOCK      OPTIONS/      LTIP     COMPEN-
    NAME AND         YEAR   SALARY   BONUSES      SATION       AWARD(S)       SARS       PAYOUTS    SATION
PRINCIPAL POSITION            ($)      ($)          ($)           ($)          (=)         ($)       ($)
       (a)            (b)     (c)      (d)          (e)           (f)          (g)         (h)       (i)
-------------------  -----  -------  --------  -------------  -----------  -----------  ---------  --------
<S>                  <C>    <C>      <C>       <C>            <C>          <C>          <C>        <C>
John A.A.             2006      -0-       -0-        25,000   None                 -0-  None            -0-
                     -----  -------  --------  -------------  -----------  -----------  ---------  --------
James                 2005      -0-       -0-      50,000(1)  None                 -0-  None            -0-
                     -----  -------  --------  -------------  -----------  -----------  ---------  --------
President and         2004      -0-       -0-      50,000(2)  None                 -0-  None            -0-
                     -----  -------  --------  -------------  -----------  -----------  ---------  --------
Director              2003      -0-       -0-      50,010(3)  None                 -0-  None            -0-
                     -----  -------  --------  -------------  -----------  -----------  ---------  --------
                      2002      -0-       -0-      75,250(4)  None             500,000  None            -0-
-------------------  -----  -------  --------  -------------  -----------  -----------  ---------  --------
A. Cameron            2006      -0-       -0-        10,000   None                 -0-  None            -0-
                     -----  -------  --------  -------------  -----------  -----------  ---------  --------
Richardson            2005      -0-       -0-      30,000(5)  None                 -0-  None            -0-
                     -----  -------  --------  -------------  -----------  -----------  ---------  --------
Director, CFO &       2004      -0-       -0-      30,000(6)  None                 -0-  None            -0-
                     -----  -------  --------  -------------  -----------  -----------  ---------  --------
Secretary             2003      -0-       -0-      30,000(7)  None                 -0-  None            -0-
                     -----  -------  --------  -------------  -----------  -----------  ---------  --------
                      2002      -0-       -0-      57,925(8)  None             500,000  None            -0-
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                       17
<PAGE>
Notes:

(1)  Paid as debt settlement of 500,000 restricted common shares at $0.10 per
     share in 2006, in lieu of cash.

(2)  Paid as debt settlement of 500,000 restricted common shares at $0.10 per
     share in 2006, in lieu of cash.

(3)  Paid as debt settlement of 333,400 restricted common shares at $0.15 per
     share in 2005, in lieu of cash.

(4)  Paid as debt settlement of 215,000 shares at $0.35 per share, in 2003, in
     lieu of cash.

(5)  Paid as debt settlement of 300,000 shares at $0.10 per share in 2006, in
     lieu of cash.

(6)  Paid as debt settlement of 300,000 shares at $0.10 per share in 2006, in
     lieu of cash.

(7)  Paid as debt settlement of 200,000 shares at $0.15 per share in 2005, in
     lieu of cash.

(8)  Paid as debt settlement of 165,500 shares at $0.35 per share in 2003, in
     lieu of cash

OPTIONS/SAR GRANTS TABLE

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 YEAR 2006
                                 (Individual Grants)
-------------------------------------------------------------------------------------
                                        PERCENT OF
                         NUMBER OF    TOTAL OPTIONS/
        NAME             SECURITIES    SARS GRANTED    EXERCISE OR
        (a)              UNDERLYING    TO EMPLOYEES        BASE
                        OPTION/SARS      IN FISCAL        PRICE      EXPIRATION DATE
                        GRANTED (#)        YEAR           ($/Sh)         (M/D/Y)
                            (b)             (c)            (d)             (e)
----------------------  ------------  ---------------  ------------  ----------------
<S>                     <C>           <C>              <C>           <C>
John A.A. James(1)          None           None            None            None
----------------------  ------------  ---------------  ------------  ----------------
A. Cameron Richardson
(1)                         None           None            None            None
-------------------------------------------------------------------------------------
</TABLE>

Note:

(1)  No options were granted in 2006.

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.


                                       18
<PAGE>
<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 ($0.17)
                        ON EXERCISE   REALIZED    EXERCISABLE/      EXERCISABLE/
NAME                        (#)          ($)     UNEXERCISABLE     UNEXERCISABLE
(a)                         (b)          (c)          (d)               (e)
----------------------  ------------  ---------  --------------  ------------------
<S>                     <C>           <C>        <C>             <C>
John A.A. James         None          None        500,000 / Nil  $     60,000 / Nil
----------------------  ------------  ---------  --------------  ------------------
A. Cameron Richardson   None          None        500,000 / Nil  $     60,000 / Nil
-----------------------------------------------------------------------------------
</TABLE>

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

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

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 of Directors has no committees. The entire Board of Directors
functions as: the Executive Committee, the Audit Committee, the Compensation and
Benefits Committee and the Nominating and Corporate Governance Committee. 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 are 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


                                       19
<PAGE>
necessary to engage in specifically training senior management. The Board met by
telephone four (4) times during 2006.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The Company's Board of Directors does not have a nominating committee or
committee performing similar functions. During the fiscal year ended December
31, 2006 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 2006 the Compensation Committee held two (2) meetings by telephone
conference call and the Audit Committee held two (2) meetings by conference
calls.

The Audit Committee has discussed matters in the audited consolidated 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
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees) and has discussed with the independent auditors the
independent auditor's independence.  Based on the review and discussions, the
Audit Committee recommended to the Board of Directors that the audited
consolidated 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 and A. Cameron Richardson.

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.

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, 2006 the Company had two (2) part-time employees (2005 - 2,
2004 - 2, 2003 - 2, 2002 - 2).


                                       20
<PAGE>
E.   SHARE OWNERSHIP

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 June 25, 2007.  As at June 25, 2007 the Company had 19,981,476
shares of Common Stock issued and outstanding.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
                                            SHARES OF COMMON   APPROXIMATE
       OFFICERS AND DIRECTORS              STOCK BENEFICIALLY   PERCENTAGE
     NAME OF BENEFICIAL OWNER(1)                 OWNED            OWNED
-----------------------------------------  ------------------  ------------
<S>                                        <C>                 <C>
John A.A. James,
2055 South Ingalls Way,
Lakewood, Colorado.
U.S.A. 80227-2515                                   2,646,627        13.25%
-----------------------------------------  ------------------  ------------
A. Cameron Richardson,
1505-1060 Alberni Street,
Vancouver, B.C. Canada V6E 4K2                      1,057,500         5.29%
-----------------------------------------  ------------------  ------------

TOTAL - OFFICERS AND DIRECTORS(2 persons)           3,794,127        18.54%
---------------------------------------------------------------------------
</TABLE>

     (1)  For information concerning options granted to the above-mentioned
          individuals see Item 6 (B) Compensation - Options/SAR Grants Table on
          page 15.

ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.   MAJOR SHAREHOLDERS

The only beneficial ownerships known by the Company to exceed five percent (5%)
of the Company's outstanding Common Stock as at December 31, 2006, and December
31, 2005, other than the shares owned by the officers and directors of the
Company (see Item 6 - Directors, Senior Management and Employees - Section E
Share ownership), was that held by the entity International Mining & Finance
Corporation comprising 1,300,000 and 1,000,000 shares, , of the Company's Common
Stock. representing 6.5% and 5.5% of the 19,981,476 and 18,081,476 shares of
Common Stock then issued and outstanding, respectively.

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. The listed beneficial owners do not have the right to acquire any common
shares within the next sixty days, through the exercise of options, warrants,
rights, conversion privilege or similar obligations.

B.   RELATED PARTY 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


                                       21
<PAGE>
negotiating and concluding terms regarding the extent of such participation.
Mr. John James is President of JAMine, Inc., and Mr. Richardson is an Officer
and Director of Aurora Gold Corporation and 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.

C.   INTEREST OF EXPERTS AND COUNSEL

None

ITEM 8.   FINANCIAL INFORMATION

A    CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

References are made to Part III, Item 17 Financial Statements and Item 18
Financial Statements.

B.   SIGNIFICANT CHANGES

No significant changes have occurred since the date of the annual consolidated
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 years ending December 31,
2006, 2005, 2004, 2003 and 2002, and the most recent six months as reported by
the NASD OTC Bulletin Board. These prices represent


                                       22
<PAGE>
quotations between dealers without adjustment for retail markup, markdown or
commission and may not represent actual transactions.

(a)  For the five most recent financial years: the annual high and low market
     prices;

<TABLE>
<CAPTION>
-----------------------
PERIOD
-----------       -----
<S>               <C>

2006 - High       $0.25
----------------  -----
2006 - Low        $0.09
----------------  -----
2005 - High       $0.23
----------------  -----
2005 - Low        $0.04
----------------  -----
2004 - High       $0.40
----------------  -----
2004 - Low        $0.08
----------------  -----
2003 - High       $0.50
----------------  -----
2003 - Low        $0.09
----------------  -----
2002 - High       $0.55
----------------  -----
2002 - Low        $0.05
-----------------------
</TABLE>

(b)  For the two most recent full financial years and any subsequent period: the
     high and low market prices for each full financial quarter;

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
PERIOD           FIRST QUARTER  SECOND QUARTER   THIRD QUARTER  FOURTH QUARTER
---------------  -------------  ---------------  -------------  --------------
<S>              <C>            <C>              <C>            <C>
2007 - High ($)           0.15          0.10(1)             --              --
---------------  -------------  ---------------  -------------  --------------
2007 - Low ($)            0.10          0.05(1)             --              --
---------------  -------------  ---------------  -------------  --------------
2006 - High ($)           0.25            0.22            0.20            0.25
---------------  -------------  ---------------  -------------  --------------
2006 - Low ($)            0.09            0.10            0.10            0.15
---------------  -------------  ---------------  -------------  --------------
2005 - High ($)           0.23            0.16            0.14            0.12
---------------  -------------  ---------------  -------------  --------------
2005 - Low ($)            0.10            0.12            0.05            0.04
---------------  -------------  ---------------  -------------  --------------
2004 - High ($)           0.40            0.40            0.40            0.36
---------------  -------------  ---------------  -------------  --------------
2004 - Low ($)            0.17            0.20            0.12            0.08
------------------------------------------------------------------------------
</TABLE>

Note:(1)The high and low bids for the Second Quarter of 2007 were for the period
April 1, 2007 to June 25, 2007.

(c)  For the most recent six months: the high and low market prices for each
     month;

<TABLE>
<CAPTION>
--------------------------------
MONTH               HIGH    LOW
-----------------   -----  -----
<S>                 <C>    <C>

June 2007           $0.09  $0.05
------------------  -----  -----
May 2007            $0.09  $0.08
------------------  -----  -----
April 2007          $0.11  $0.10
------------------  -----  -----
March 2007          $0.11  $0.10
------------------  -----  -----
February 2007       $0.12  $0.10
------------------  -----  -----
January 2007        $0.15  $0.10
--------------------------------
</TABLE>

D.   SELLING SHAREHOLDERS

Not applicable

E.   DILUTION

Not applicable

F.   EXPENSES OF THE ISSUE

Not applicable


                                       23
<PAGE>
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  Companies Memorandum and Articles of Association filed on Form 20-F on June
27,  2002  is  incorporated  herein  by  reference.  (SEC  file  number
000-38616-02044279).

The following summarizes certain provisions of the Company's Memorandum and
Articles of Association and applicable British Virgin Islands law. This summary
is qualified in its entirety by reference to the International Business
Companies Act (the "Act") of the British Virgin Islands (the "BVI") and the
Company's Memorandum and Articles of Association. Information on where investors
can obtain copies of the Memorandum and Articles of Association is described
under the heading 'Documents on Display' under this Item.

OBJECTS  AND  PURPOSES

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"). 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 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.

DIRECTORS

The business and affairs of the Company shall be managed by the directors.


                                       24
<PAGE>
The Memorandum and Articles of Association place a general prohibition on a
director voting in respect of any contract or arrangement in which he has a
material or financial interest in or on any contract or arrangement in which any
person to whom the director is related has a material or financial interest in.
In the absence of some material or financial interest, a director is entitled to
vote and to be counted in a quorum for the purpose of any vote relating to a
resolution to borrow money and to mortgage or charge its undertakings and
property or any part thereof, to issue debentures, debenture stock and other
securities whenever money is borrowed or as security for any debt, liability or
obligation of the Company or any third party.

The Company's Memorandum and Articles of Association require a director of the
company who has a material interest in a contract or proposed contract with the
company to declare the nature of his interest at a meeting of the directors of
the company. The definition of 'interest' includes the interests of spouses,
children, companies and Trusts.

DIVIDEND  RIGHTS;  OTHER  RIGHTS  TO  SHARE  IN  COMPANY  PROFITS;

The Company may by resolution of directors declare and pay dividends in money,
shares, or other property, but dividends shall only be declared and paid out of
surplus. The directors may also pay interim dividends without obtaining
shareholder approval. No dividend shall be declared and paid unless the
directors determine that immediately after the payment of the dividend the
Company will be able to satisfy its liabilities as they become due in the
ordinary course of its business and the realizable value of the assets of the
Company will not be less than the sum of its total liabilities, other than
deferred taxes, as shown in its books of account, and its capital.

VOTING  RIGHTS

Each shareholder of Common Stock is entitled to one vote on all matters to be
acted upon at the Annual Meeting and the Company's Memorandum and Articles of
Association do not allow for cumulative voting rights. The presence, in person
or by proxy, of the holders of thirty-three and one third percent (33 1/3%) of
the issued and outstanding Common Stock entitled to vote at the meeting is
necessary to constitute a quorum to transact business. If a quorum is not
present or represented at the Annual Meeting, the shareholders entitled to vote
thereat, present in person or by proxy, may adjourn the Annual Meeting from time
to time without notice or other announcement until a quorum is present or
represented. Assuming the presence of a quorum, the affirmative vote of the
holders of a plurality of the shares of Common Stock voting at the meeting is
required for the election of each of the nominees for director.

LIQUIDATION  RIGHTS;  REDEMPTION  PROVISIONS

In the event of a liquidation of the Company, after payment of all liabilities
and applicable deductions under BVI laws and subject to the payment of secured
creditors, all shares have the same rights with regard to distributions upon the
liquidation of the Company.

All shares shall be subject to redemption, purchase or acquisition by the
Company for fair value.

VARIATION  OF  RIGHTS

If at any time the authorized capital is divided into different classes or
series of shares, the rights attached to any class or series (unless otherwise
provided by the terms of issue of the shares of that class or series) may,
whether or not the Company is being wound up, be varied with the consent in
writing of the holders of not less than three-fourths of the issued shares of
that class or series and of the holders of not less than three-fourths of the
issued shares of any other class or series of shares which may be affected by
such variation.


                                       25
<PAGE>
SHAREHOLDERS'  MEETINGS  AND  NOTICES

Under the Memorandum and Articles of Association, the Directors of the Company
may convene meetings of the members of the Company at such times and in such
manner and places within or outside the British Virgin Islands as the directors'
consider necessary or desirable. The directors' shall give not less than 7 days
notice of meetings to shareholders who are entitled to notice and to vote at the
meeting. If any shareholders' meeting is adjourned for lack of quorum, notice of
the time and place of the rescheduled meeting may be given by the directors' to
shareholders who are entitled to notice and to vote at the meeting.

LIMITATIONS  ON  VOTING  AND  SHAREHOLDING

There are no limitations imposed by British Virgin Islands law or the Company's
Memorandum and Articles of Association on the right of non-residents or foreign
persons to hold or vote the Company's shares, other than limitations that would
generally apply to all of the shareholders.

C.   MATERIAL CONTRACTS

Not  applicable.

D.   EXCHANGE CONTROLS

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.

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.


                                       26
<PAGE>
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 holder or prospective holder is
made.  Holders and prospective holders should therefore consult their own tax
advisors with respect to their particular circumstances.

F.   DIVIDENDS AND PAYING AGENTS

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 has not declared cash or share dividends on its common shares since
the Company was incorporated in 1993 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.

G.   STATEMENT BY EXPERTS

Our consolidated financial statements at December 31, 2006, and for the year
then ended, appearing in this Form 20-F statement have been audited by Peterson
Sullivan PLLC, independent registered public accounting firm, as set forth in
their report (which contains an explanatory paragraph describing conditions that
raise substantial doubt about our ability to continue as a going concern as
described in Note 1 to the consolidated financial statements) appearing
elsewhere herein, and are included in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

H.   DOCUMENTS ON DISPLAY

We file current and annual reports with the U.S.  Securities & Exchange
Commission on forms 6-K, and 20-F. The information may be inspected and copied
at the Public Reference Room maintained by the U.S. Securities & Exchange
Commission at 100 F Street, N.E., Washington, D.C. 20549. You can obtain
information about operation of the Public Reference Room by calling the U.S.
Securities & Exchange Commission at 1-800-SEC-0330.  The U.S. Securities &
Exchange Commission also maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the U.S.  Securities & Exchange Commission at
http://www.sec.gov. Copies of such material can be obtained from the public
reference section of the U.S.  Securities & Exchange Commission at prescribed
rates. Statements contained in this Form 20-F as to the contents of any contract
or other document filed as an exhibit to this Form 20-F are not necessarily
complete and in each instance reference is made to the copy of the document
filed as an exhibit to this Form 20-F, each statement made in this document
relating to such documents being qualified in all respects by such reference.

I.   SUBSIDIARY INFORMATION

Not applicable


                                       27
<PAGE>
ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has not entered into any derivative contracts either to hedge
existing risks or for speculative purposes.  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 (d) to the
Consolidated Financial Statements.

See the notes to the Consolidated Financial Statements in Item 17 Financial
Statements and Item 5 Operating and Financial Review and Prospects for
additional information.

ITEM  12.   DESCRIPTION  OF  SECURITIES  OTHER  THAN  EQUITY  SECURITIES

A.   DEBT SECURITIES

     Not  applicable

B.   WARRANTS AND RIGHTS

Not  applicable

C.   OTHER SECURITIES

Not  applicable

D.   AMERICAN DEPOSITARY SHARES

Not  applicable


                                     PART II

ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

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

None

ITEM 15.   CONTROLS AND PROCEDURES

(a)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.


                                       28
<PAGE>
     Based on their evaluation as of the end of the period covered by this
     Annual Report on Form 20-F, the Company's principal executive officer and
     principal financial officer have concluded that the Company's disclosure
     controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
     the Securities Exchange of 1934 (the "Exchange") are effective to ensure
     that the information required to be disclosed by the Company in reports
     that it files or submits under the Exchange Act is recorded, processed,
     summarized and reported within the time period specified in Securities and
     Exchange Commission rules and forms except as noted below.

     In connection with the 2006 audit, our independent registered public
     accounting firm has advised us and our Board of Directors that there were
     material weaknesses in our internal controls and procedures. The identified
     material weaknesses primarily relate to the limited number of Company
     employees engaged in the authorization, recording, processing and reporting
     of transactions, as well as the overall financial reporting process.

(b)  MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Not currently applicable.

(c)  ATTESTATION REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     This annual report does not include an attestation report of the Company's
     independent registered public accounting firm regarding internal control
     over financial reporting. Management's report was not subject to
     attestation by the Company's independent registered public accounting firm
     pursuant to temporary rules of the Securities and Exchange Commission that
     permit the Company to provide only management's report in this annual
     report.

(d)  CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING.

     As a result of the weakness identified we have taken certain steps to
     correct the material weaknesses by enhancing our reporting process in the
     future. Enhancing our internal controls to correct the material weaknesses
     will result in increased costs to us.

     Except as set forth above, there were no other significant changes in our
     internal controls over financial reporting identified in connection with
     the evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15
     that occurred during the period covered by this annual report that has
     effected, or is reasonably likely to materially affect, the issuer's
     internal control over financial reporting.

ITEM 16.     (RESERVED)

ITEM 16A     AUDIT COMMITTEE FINANCIAL EXPERT

Messrs. James and Richardson currently comprise the Audit Committee.  Messrs.
James and Richardson are officers and directors of the Company.

ITEM 16B     CODE OF ETHICS

As part of its stewardship responsibilities, the Board of Directors has approved
formal "Standards of Ethical Conduct" that govern the behavior of the directors,
officers and employees of the Company. The Board monitors compliance with these
standards and is responsible for the granting of any waivers from these
standards to directors or officers. Disclosure will be made by the Company of
any waiver from these standards granted to the directors or officers of the
Company in the quarterly report of the Company that immediately follows the
grant of such waiver. No waiver has been granted to date. A copy of the
"Corporate Governance Principles" is filed as Exhibit 11.1 to this Annual Report
on Form 20-F.


                                       29
<PAGE>
ITEM 16C     PRINCIPAL ACCOUNTANT FEES AND SERVICES

Effective May 5, 2006, we dismissed our prior independent registered public
accounting firm, Moore Stephens Ellis Foster Ltd. and retained as our new
independent registered public accounting firm Peterson Sullivan PLLC. Moore
Stephens International member firm Ellis Foster Ltd. had been our certifying
independent public accountant since March 2000. Peterson Sullivan PLLC reported
on our consolidated financial statements for the year ended December 31, 2005
and their report contained no adverse opinion or disclaimer of opinion, nor was
it qualified or modified as to uncertainty, audit scope or accounting
principles, except that the report was modified as to the Company's ability to
continue as a going concern.

There were no "reportable events" as that term is described in Item 304(a)(1)(v)
of Regulation S-B for the fiscal year 2004 and any subsequent period.

Effective May 5, 2006, the Company engaged Peterson Sullivan PLLC as our new
independent registered public accounting firm to audit our consolidated
financial statements. The appointment of Peterson Sullivan PLLC was recommended
and approved by our board of directors. During our last two most recent fiscal
years and the subsequent interim period to date hereof, we have not consulted
Peterson Sullivan PLLC regarding either: (1) the application of accounting
principles to a specified transaction, either complete or proposed, or the type
of audit opinion that might be rendered on our financial statements, or (2) any
matter that was either the subject matter of a disagreement as defined in Item
304(a)(1)(iv) of Regulation S-B or a reportable event as described in Item
304(a)(1)(v) of Regulation S-B.

(a)  AUDIT FEES

The aggregate fees billed for professional services rendered by Peterson
Sullivan PLLC, the independent registered public accounting firm for the
Company, for the audit of the Company's annual consolidated financial statements
and services normally provided by such accountants in connection with the
Company's statutory and regulatory filings for the Company's fiscal year ended
December 31, 2006 were $20,000 (2005 - $20,000).

(b)  AUDIT-RELATED FEES

The aggregate fees billed for assurance and related services by Peterson
Sullivan PLLC. that are reasonably related to the performance of the audit or
review of the Company's financial statements were $Nil for the Company's fiscal
year ended December 31, 2006 (2005 - Nil).

(c)  TAX FEES

The aggregate fees billed for products and services rendered by Peterson
Sullivan PLLC for tax compliance, tax advice and tax planning for the Company's
fiscal ended December 31, 2006 were $Nil (2005 - $Nil).

(d)  ALL OTHER FEES

There were no additional fees billed for professional services rendered by
Peterson Sullivan PLLC other than the fees reported in this Item 16C above for
the Company's fiscal year ended December 31, 2006 (2005-Nil).


                                       30
<PAGE>
(e)  AUDIT COMMITTEE'S PRE-APPROVAL POLICIES

The Audit Committee approves the engagement terms for all audit and non-audit
services to be provided by the Company's accountants before such services are
provided to the Company or any of its subsidiaries.

The Audit Committee approved one hundred percent (100%) of the services provided
to the Company and its subsidiaries described in Items 16C (b) through (d)
above.

(f)  AUDITORS USE OF NON-PERMANENT EMPLOYEES

None of the hours expended by Peterson Sullivan PLLC on its engagement to audit
the Company's financial statements for the fiscal year ended December 31, 2006,
were performed by persons other than fulltime permanent employees of Peterson
Sullivan PLLC.

ITEM 16 D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16 E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
            PURCHASERS

None.


                                    PART III

ITEM 17.    FINANCIAL STATEMENTS.

The Company has elected to comply with the financial statement requirement of
this Item rather than Item 18. The consolidated financial statements filed as
part of this Annual Report are listed in "Item 19 -Exhibits".

These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America and
applicable to a going concern which contemplates the realization of assets and
the satisfaction of liabilities and commitments in the normal course of
business.

<TABLE>
<CAPTION>
                                INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

----------------------------------------------------------------------------------------------------------
FINANCIAL STATEMENTS                                                                              PAGE
--------------------------------------------------------------------------------------------  ------------
<S>                                                                                           <C>
Report of Independent Registered Public Accounting Firm                                           F-2
--------------------------------------------------------------------------------------------  ------------
Report of Independent Registered Public Accounting Firm                                           F-3
--------------------------------------------------------------------------------------------  ------------
Consolidated Balance Sheets                                                                       F-4
--------------------------------------------------------------------------------------------  ------------
Consolidated Statements of Operations                                                             F-5
--------------------------------------------------------------------------------------------  ------------
Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)      F-6
--------------------------------------------------------------------------------------------  ------------
Consolidated Statements of Cash Flows                                                             F-9
--------------------------------------------------------------------------------------------  ------------
Notes to Consolidated Financial Statements                                                    F-10 to F-17
----------------------------------------------------------------------------------------------------------
</TABLE>


                                       31
<PAGE>
[GRAPHIC OMITED]

     PETERSON SULLIVAN PLLC

CERTIFIED PUBLIC ACCOUNTANTS                 TEL 206.382.7777 * FAX 206.382.7700
601 UNION STREET, SUITE 2300                 http://www.pscpa.com
SEATTLE, WASHINGTON 98101

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors and Stockholders
Aurora Metals (BVI) Limited



We  have  audited  the accompanying consolidated balance sheets of Aurora Metals
(BVI)  Limited  (an exploration stage company) and Subsidiary ("the Company") as
of  December  31,  2006  and  2005,  and  the related consolidated statements of
operations,  stockholders'  equity (deficiency) and comprehensive income (loss),
and  cash  flows for the years then ended, and for the period from June 17, 1997
(date  of  inception)  to  December  31,  2006.  These  consolidated  financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.  The  Company's financial statements for the
period  from  June  17, 1997 (date of inception) through December 31, 2004, were
audited  by  other  auditors  whose  report,  dated  May  25, 2005, expressed an
unqualified  opinion  on  those statements and included an explanatory paragraph
that  referred to substantial doubt about the Company's ability to continue as a
going concern.  The financial statements for the period from June 17, 1997 (date
of inception) through December 31, 2004, reflect a net loss of $1,687,130, which
amount  is  included  in  the  accumulated deficit as of December 31, 2006.  The
other  auditors' report has been furnished to us, and our opinion, insofar as it
relates  to  the amounts included for such prior periods, is based solely on the
report  of  such  other  auditors.

We  conducted  our audits in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  The  Company  has
determined  that  it is not required to have, nor were we engaged to perform, an
audit  of  its  internal  control  over financial reporting.  Our audit included
consideration  of  internal  control  over  financial  reporting  as a basis for
designing  audit  procedures  that are appropriate in the circumstances, but not
for  the  purpose of expressing an opinion on the effectiveness of the Company's
internal  control  over  financial  reporting.  Accordingly,  we express no such
opinion.  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.


<PAGE>
In  our  opinion,  based  on  our  audits  and the report of other auditors, the
consolidated  financial  statements  referred  to  above  present fairly, in all
material  respects,  the  financial  position of Aurora Metals (BVI) Limited (an
exploration  stage company) and Subsidiary as of December 31, 2006 and 2005, and
the  results  of their operations and their cash flows for the years then ended,
and  for the period from June 17, 1997 (date of inception) to December 31, 2006,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as a going concern.  As discussed in Note 1 to the
consolidated financial statements, the Company has not been able to generate any
operating  revenues  or  positive  cash flows from operations to date and has an
accumulated  deficit of $2,046,295 at December 31, 2006.  These conditions raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's  plans  regarding  those  matters  are  described  in  Note 1.  The
consolidated  financial  statements  do  not  include any adjustments that might
result  from  the  outcome  of  this  uncertainty.


/S/  PETERSON  SULLIVAN  PLLC


June  29,  2007
Seattle,  Washington


                                     F-1
<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 REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004 and 2003 and the related consolidated statement of stockholders' equity
(deficiency)  from  January  1,  2001  to December 31, 2004 and the consolidated
statements  of operations and cash flows for the cumulative period from June 17,
1997 (inception) to December 31, 2004, and the years ended December 31, 2004 and
2003.  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 standards of the Public Company
Accounting  Oversight  Board  (United  States).  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, 2004
and 2003 and the results of its operations and its cash flows for the cumulative
period  from June 17, 1997 (inception) to December 31, 2004, and the years ended
December  31,  2004  and  2003, 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.


                                     "MOORE  STEPHENS  ELLIS  FOSTER  LTD."
Vancouver,  Canada
May  25,  2005                               Chartered  Accountants


                                     F-2
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)

Consolidated Balance Sheets
December 31, 2006 and 2005
(EXPRESSED IN U.S. DOLLARS)
-----------------------------------------------------------------------------------
                                                             2006          2005
-----------------------------------------------------------------------------------
<S>                                                      <C>           <C>

ASSETS

CURRENT ASSETS
  Cash                                                   $     4,874   $     4,957
  Available for sale securities                               23,414         6,750
  Other                                                          106           106
-----------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                          28,394        11,813

MINERAL PROPERTY                                                   -             -
-----------------------------------------------------------------------------------

TOTAL ASSETS                                             $    28,394   $    11,813
===================================================================================

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and accrued expenses                  $    12,290   $     5,549
  Accounts payable and accrued expenses - related
  parties                                                     81,421       169,509
  Deferred revenue                                            18,571             -
-----------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                    112,282       175,058
-----------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

SHARE CAPITAL - COMMON STOCK
  Authorized:
    50,000,000 common shares, par value $0.01
  Issued and outstanding:
    19,981,476 (2005 - 18,081,476) common shares             199,815       180,815

ADDITIONAL PAID-IN CAPITAL                                 1,775,049     1,589,049

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE          (2,046,295)   (1,926,359)
ACCUMULATED OTHER COMPREHENSIVE LOSS                         (12,457)       (6,750)
-----------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)                            (83,888)     (163,245)
-----------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)  $    28,394   $    11,813
===================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS


                                     F-3
<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           Year
                                               (inception) to          Ended          Ended          Ended
                                                  December 31    December 31    December 31    December 31
                                                         2006           2006           2005           2004
----------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>            <C>            <C>

GENERAL AND ADMINISTRATIVE EXPENSES
  Administrative and general                $        257,220   $     53,358   $     77,906   $     28,570
  Professional fees - accounting and audit            98,641         21,970         10,942          7,060
  Professional fees - legal                          141,747         14,487            543          1,739
  Consulting fees                                    271,947         35,000        100,615         57,612
  Stock based compensation                            59,500              -         50,000              -
----------------------------------------------------------------------------------------------------------
                                                    (829,055)      (124,815)      (240,006)       (94,981)

PROJECT DEVELOPMENT EXPENSES                        (235,291)       (10,346)        (7,198)       (40,000)
PROJECT FINDER'S FEE                                 (72,750)             -              -        (12,750)
EXPLORATION EXPENSES                                (910,329)             -              -         (7,112)
LEASE MAINTENANCE FEE                                (36,170)        (8,575)        (5,525)       (22,070)
OTHER INCOME                                          37,300         23,800         13,500              -
----------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                     $     (2,046,295)  $   (119,936)  $   (239,229)  $   (176,913)
==========================================================================================================

NET LOSS PER SHARE- basic and diluted                          $      (0.00)  $      (0.01)  $      (0.01)
==========================================================================================================

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING - basic and diluted                         19,740,539     18,072,684     16,941,701
==========================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS


                                     F-4
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)
Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)
From June 17, 1997 (inception) to December 31, 2006                                                             PAGE 1 OF 3
(Expressed in U.S. Dollars)                                              DEFICIT         ACCUM-
                                                                          ACCUM-          ULATED         TOTAL        TOTAL
                                                                          ULATED           OTHER         STOCK-     COMPRE-
                                                      ADDITIONAL          DURING         COMPRE-        HOLDERS     HENSIVE
                               COMMON       STOCK      PAID-IN       EXPLORATION         HENSIVE         EQUITY      INCOME
                               SHARES      AMOUNT      CAPITAL             STAGE   INCOME (LOSS)   (DEFICIENCY)      (LOSS)
                                  #           $           $              $              $               $            $
---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>        <C>           <C>            <C>             <C>            <C>

ISSUANCE OF SHARES
  FOR CASH, JUNE 1997
Issuance of shares
  for cash, June 1997        13,000,000    130,000      (129,900)             -                -           100           -
Components of compre-
  hensive
    income (loss)
  Net income (loss)
    for the year                                                         (1,855)                        (1,855)     (1,855)
---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER
  31, 1997                   13,000,000    130,000      (129,900)        (1,855)               -        (1,755)     (1,855)
                                                                                                                 ==========
Components of compre-
  hensive
    income (loss)
  Net income (loss)
    for the year                                                         (2,013)                        (2,013)     (2,013)
---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER
  31, 1998                   13,000,000    130,000      (129,900)        (3,868)               -        (3,768)     (2,013)
                                                                                                                 ==========
Components of compre-
  hensive
    income (loss)
  Net income (loss)
    for the year                                                         (1,512)                        (1,512)     (1,512)
---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER
  31, 1999                   13,000,000    130,000      (129,900)        (5,380)               -        (5,280)     (1,512)
                                                                                                                 ==========
Components of compre-
  hensive
    income (loss)
  Net income (loss)
    for the year                                                       (419,625)                      (419,625)   (419,625)
---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER
  31, 2000                   13,000,000    130,000      (129,900)      (425,005)               -      (424,905)   (419,625)
                                                                                                                 ==========
Unexchanged certificate        (126,057)    (1,261)        1,261              -                -             -           -
Issuance of shares for
  cash, Feb2001                 857,143      8,571       591,429              -                -       600,000           -
Issuance of shares
  for debt
    settlement, Jun2001         217,357      2,174       149,976              -                -       152,150           -
Allotted 25,000
   shares for debt
    settlement, Jul2001               -          -        15,000              -                -        15,000           -
Issuance of shares for
  debt settlement,
    Jul2001                     295,683      2,957       204,022              -                -       206,979           -
Components of
  Comprehensive
    income (loss)
  Net income (loss)
    for the year                      -          -             -       (568,694)               -      (568,694)   (568,694)
---------------------------------------------------------------------------------------------------------------------------
BALANCE,
  DECEMBER 31, 2001          14,244,126    142,441       831,788       (993,699)               -       (19,470)   (568,694)
                                                                                                                 ==========
Issuance of previously
  allocated shares,
    Jan2002                      25,000        250          (250)             -                -             -           -
Issuance of shares for
  debt settlement,
    Jan2002                     600,000      6,000        94,000              -                -       100,000           -
Issuance of shares for
  cash,
    Apr2002                     750,000      7,500       142,500              -                -       150,000           -
Issuance of shares for
  finder's fee,
    Apr2002                     150,000      1,500        28,500              -                -        30,000           -
</TABLE>

THE ACCOMPANYING NOTES ARE INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                     F-5
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)
Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)
From June 17, 1997 (inception) to December 31, 2006                                                                   PAGE 2 OF 3
(Expressed in U.S. Dollars)                                           DEFICIT
                                                                   ACCUMULATED      ACCUMULATED            TOTAL            TOTAL
                                                    ADDITIONAL          DURING            OTHER    STOCKHOLDERS'    COMPREHENSIVE
                               COMMON     STOCK      PAID-IN       EXPLORATION    COMPREHENSIVE           EQUITY           INCOME
                               SHARES     AMOUNT     CAPITAL             STAGE    INCOME (LOSS)     (DEFICIENCY)           (LOSS)
                                 #          $           $              $               $                $                $
---------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>       <C>           <C>            <C>              <C>              <C>

Finder's fee charges to
  additional paid in
    capital, Apr2002                  -         -      (30,000)             -                -          (30,000)               -
Issuance of shares
  for services
    provided, Jun2002            50,000       500       17,500              -                -           18,000                -
Stock based
  compensation                        -         -        9,500              -                -            9,500                -
Components
  of comprehensive
    income (loss)
    Net income (loss)
      for the year                    -         -            -       (227,812)               -         (227,812)        (227,812)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER
  31, 2002                   15,819,126   158,191    1,093,538     (1,221,511)               -           30,218         (227,812)
                                                                                                                  ===============
Issuance of shares
  for services
    provided, May2003           472,500     4,725      160,650              -                -          165,375                -
Issuance of shares
  for finder's
    fee, May2003
    (relating to License
      agreement)                171,450     1,715       58,285              -                -           60,000                -
Components of
  comprehensive
    income (loss)
    Net income
      (loss) for the year             -         -            -       (288,706)               -         (288,706)        (288,706)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER
  31, 2003                   16,463,076   164,631    1,312,473     (1,510,217)               -          (33,113)        (288,706)
                                                                                                                  ===============
Issuance of shares
  and warrants for
    cash, May2004             1,000,000    10,000      140,000              -                -          150,000                -
Issuance of shares
  for finder's
    fee, May2004
    (relating to
      License agreement)         85,000       850       11,900              -                -           12,750                -
Components of
  Comprehensive
    income (loss)
    Net income
      (loss) for the year             -         -            -       (176,913)               -         (176,913)        (176,913)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER
  31, 2004                   17,548,076   175,481    1,464,373     (1,687,130)               -          (47,276)        (176,913)
                                                                                                                  ===============
Issuance of shares
  to settle accounts
    payable, Jan2005            533,400     5,334       74,676              -                -           80,010                -
Stock based
  compensation,
    August 2005                       -         -       50,000              -                -           50,000                -
Components
  of comprehensive
    income (loss)
    Net income
      (loss) for the year             -         -            -       (239,229)               -         (239,229)        (239,229)
    Unrealized loss
      on available-for-sale
        securities                    -         -            -              -           (6,750)          (6,750)          (6,750)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER
  31, 2005                   18,081,476   180,815    1,589,049     (1,926,359)          (6,750)        (163,245)        (245,979)
=================================================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                     F-6
<PAGE>
<TABLE>
<CAPTION>
AURORA METALS (BVI) LIMITED AND SUBSIDIARY
(An exploration stage enterprise)
Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)
From June 17, 1997 (inception) to December 31, 2006                                                                  PAGE 3 OF 3
(Expressed in U.S. Dollars)                                           DEFICIT
                                                                  ACCUMULATED     ACCUMULATED             TOTAL            TOTAL
                                                   ADDITIONAL          DURING           OTHER     STOCKHOLDERS'    COMPREHENSIVE
                               COMMON     STOCK      PAID-IN      EXPLORATION    COMPREHENSIVE           EQUITY           INCOME
                               SHARES     AMOUNT     CAPITAL            STAGE    INCOME (LOSS)     (DEFICIENCY)           (LOSS)
                                 #          $           $             $               $                $                $
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>       <C>          <C>            <C>              <C>              <C>

BALANCE, DECEMBER
  31, 2005                   18,081,476   180,815    1,589,049    (1,926,359)          (6,750)        (163,245)        (245,979)
                                                                                                                 ===============

Issuance of shares to
  settle accounts
    payable, Feb 2006         1,600,000    16,000      144,000             -                -          160,000                -

Issuance of shares
  on exercise of
    warrants for
      cash, April 2006          300,000     3,000       42,000             -                -           45,000                -
Components of
  Comprehensive
    income (loss)
    Net income (loss)
      for the year                    -         -            -      (119,936)               -         (119,936)        (119,936)
    Unrealized loss
      on available-for-
        sale securities               -         -            -             -           (5,707)          (5,707)          (5,707)
--------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER
31, 2006                     19,981,476   199,815    1,775,049    (2,046,295)         (12,457)         (83,888)        (125,643)
================================================================================================================================
</TABLE>

THE ACCOMPANYING NOTES ARE INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                     F-7
<PAGE>
<TABLE>
AURORA METALS (BVI) LIMITED AND
SUBSIDIARY
(An exploration stage enterprise)

Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
---------------------------------------------------------------------------------------------------------------------
                                                         Cumulative from
                                                           June 17, 1997           Year           Year           Year
                                                          (inception) to          Ended          Ended          Ended
                                                             December 31    December 31    December 31    December 31
                                                                    2006           2006           2005           2004
---------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                <C>            <C>            <C>
CASH FLOWS FROM
  OPERATING ACTIVITIES
  Net loss for the period                              $     (2,046,295)  $   (119,936)  $   (239,229)  $   (176,913)
  Adjustments to reconcile net loss
  to net cash used in operating activities:
  - available for sale securities received as income            (17,300)        (3,800)       (13,500)             -
  - stock based compensation                                     59,500              -         50,000              -
  - issuance of stock for services                              256,125              -              -         12,750
  Changes in assets and liabilities:
  - other current assets                                           (106)             -              -           (106)
  - accounts payable and accrued expenses                       433,721         78,653        174,991         46,227
---------------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                        (1,314,355)       (45,083)       (27,738)      (118,042)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                      1,319,229         45,000              -        150,000
---------------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                                       4,874            (83)       (27,738)        31,958
CASH,beginning of period                                              -          4,957         32,695            737
---------------------------------------------------------------------------------------------------------------------

CASH, end of period                                    $          4,874   $      4,874   $      4,957   $     32,695
=====================================================================================================================

NON-CASH INVESTING AND
  FINANCING ACTIVITIES
  Shares issued for settlement of accounts payable                        $    160,000   $     80,010   $          -
  Shares issued for finder's fee in connection
    with a license agreement                                                         -              -         12,750
=====================================================================================================================


Supplemental disclosure:
  Interest paid in cash                                                   $          -   $          -   $          -
=====================================================================================================================
</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS


                                     F-8
<PAGE>
Notes to Consolidated Financial Statements


1.   NATURE  OF  BUSINESS  AND  CONTINUANCE  OF  OPERATIONS

     Aurora Metals (BVI) Limited (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 mineral exploration 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 or positive
     cash flows from operations to date. The Company has incurred operating
     losses and has an accumulated deficit of $2,046,295 at December 31, 2006
     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)  Principles  of  Accounting

          These consolidated financial statements have been prepared in
          accordance with accounting principles generally accepted in the United
          States of America and include the accounts of the Company and its
          wholly-owned subsidiary, Crystal Coding Limited. Collectively, they
          are referred to herein as "the Company". Significant inter-company
          accounts and transactions have been eliminated.

     (b)  Accounting  Estimates

          The  preparation  of  financial  statements  in  conformity  with
          generally  accepted  accounting principles in United States of America
          requires  management to make estimates and assumptions that affect the
          reported  amounts  of  assets  and  liabilities  and  disclosure  of
          contingent  assets  and  liabilities  at  the  date  of  the financial
          statements  and  the  reported  amounts  of  revenues  and  expenses


                                      F-9
<PAGE>
Notes to Consolidated Financial Statements


2.  SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D)

          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. The Company did not
          have any cash equivalents at December 31, 2006 and 2005.

     (d)  Available-for-Sale  Securities

          The Company's available-for-sale securities consist of shares of
          common stock of one publicly traded company and are stated at fair
          value. The cost of these securities is $35,871 at December 31, 2006
          (2005 - $13,500) and the gross unrealized holding losses of $12,457
          (2005 - $6,750) is included in accumulated other comprehensive income
          (loss) at December 31, 2006. Any unrealized holding gains or losses in
          these securities are included in the determination of accumulated
          other comprehensive income (loss). If a loss in value in the
          available-for-sale securities is considered to be other than
          temporary, it is recognized in the determination of net income. Of the
          unrealized holding losses at December 31, 2006, approximately $8,000
          relate to investments which have been in a loss position for greater
          than 12 months. These losses are not considered other than temporary
          due to the volatile nature of the investment. A significant portion of
          the losses were recovered at times in 2007 as the market value of the
          stock has increased and decreased over the course of the period. Cost
          is based on the specific identification method for the individual
          securities to determine realized gains or losses.

     (e)  Mineral  Properties  and  Exploration  Expenses

          Exploration costs are charged to operations as incurred until such
          time that proven reserves are discovered. From that time forward, the
          Company will capitalize all costs to the extent that future cash flow
          from mineral reserves equals or exceeds the costs deferred. The
          deferred costs will be amortized over the recoverable reserves when a
          property reaches commercial production. As at December 31, 2006, the
          Company did not have proven reserves.

          Exploration activities conducted jointly with others are reflected at
          the Company's proportionate interest in such activities.

          Costs related to site restoration programs are accrued over the life
          of the project.

     (f)  Share-Based  Payment

          The Company has an Employees' and Directors' Stock Option Plan which
          is disclosed in Note 5. On January 1, 2006, the Company adopted the
          provisions of SFAS No. 123(R), "Share-Based Payment", on a modified
          prospective basis. Prior to January 1, 2006, the Company recorded
          compensation costs using the fair value based method in accordance
          with SFAS No. 123, "Accounting for Stock-Based Compensation". The
          adoption of SFAS No. 123(R) did not have an impact on the Company's
          consolidated financial


                                      F-10
<PAGE>
Notes to Consolidated Financial Statements


2.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D)

          position and results of operations as no stock options were granted or
          modified in 2006 and all stock options outstanding at December 31,
          2005 were fully vested. The fair value of stock options at the date of
          grant is amortized to General and administrative expenses, with an
          offsetting credit to additional paid-in capital, on a straight-line
          basis over the vesting period.

     (g)  Foreign  Currency  Transactions

          The Company considers the U.S. dollar to be its functional currency.
          Accordingly, assets and liabilities denominated in foreign currencies
          are translated into U.S. dollars at the exchange rate in effect at the
          balance sheet date. Revenues and expenses are translated at rates
          approximating the exchange rates in effect at the time of the
          transactions. All exchange gains and losses are included in
          Administrative and general expenses in the consolidated statements of
          operations and were not material in 2006, 2005 or 2004.

     (h)  Concentration of Credit Risk

          The Company places its cash with high credit quality financial
          institutions. The Company did not have funds deposited in banks beyond
          the insured limits as of December 31, 2006 and 2005.

     (i)  Comprehensive  Income

          The Company has adopted the Statement of Financial Accounting
          Standards No. 130 (SFAS 130), Reporting Comprehensive Income, which
          establishes standards for reporting and display of comprehensive
          income, its components and accumulated balances. The Company is
          disclosing this information on its Consolidated Statements of
          Stockholders' Equity (Deficiency).

          Accumulated other comprehensive income consists of the following at
          December 31:

<TABLE>
<CAPTION>
                                                              2006       2005
                                                            -------------------
<S>                                                         <C>        <C>
          Unrealized loss on available-for-sale securities  $(12,457)  $(6,750)
                                                            ===================
</TABLE>

     (j)  Fair  Value  of  Financial  Instruments  and  Risks

          Fair value estimates of financial instruments are made at a specific
          point in time, based on relevant information about financial markets
          and specific financial instruments. As these estimates are subjective
          in nature, involving uncertainties and matters of significant
          judgment, they cannot be determined with precision. Changes in
          assumptions can significantly affect estimated fair value.


                                      F-11
<PAGE>
Notes to Consolidated Financial Statements


2.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D)

          The carrying value of cash and accounts payable and accrued expenses
          approximate their fair value because of the short-term nature of these
          instruments.

          Management is of the opinion that the Company is not exposed to
          significant interest or credit risks arising from these financial
          instruments.

     (k)  Income  Taxes

          The Company has adopted the Statement of Financial Accounting
          Standards No. 109 (SFAS 109), Accounting for Income Taxes, which
          requires the Company to recognize deferred tax liabilities and assets
          for the expected future tax consequences of events that have been
          recognized in the Company's financial statements or tax returns using
          the liability method. Under this method, deferred tax liabilities and
          assets are determined based on the differences between the financial
          statement carry amounts and tax bases of assets and liabilities using
          enacted tax rates in effect in the years in which the differences are
          expected to reverse.

          The Company was formed in The British Virgin Islands which does not
          require the payment of income taxes. The Company operations in the
          United States operate at a tax loss which is not expected to provide
          future tax benefits, therefore, no provision for income taxes has been
          provided for in these consolidated financial statements.

     (l)  Earnings  (Loss)  Per  Share

          The Company follows SFAS No. 128, "Earnings Per Share", which requires
          the presentation of basic and diluted earnings per share. Earnings
          (loss) per share is computed by dividing net income or loss available
          to common stockholders by the weighted average number of common shares
          outstanding during the year. Diluted loss per share takes into
          consideration common shares outstanding (computed under basic earnings
          per share) and potentially dilutive securities and is equivalent to
          basic loss per share for 2006, 2005 and 2004 because all potentially
          dilutive securities outstanding (i.e. stock options and share purchase
          warrants) are anti-dilutive because of the Company's net losses.

     (m)  New  Accounting  Pronouncements

          In June 2006, the Financial Accounting Standards Board (FASB) issued
          FASB Interpretation No. 48, Accounting for Uncertainties in Income
          Taxes, (FIN 48). FIN 48 clarifies the accounting for uncertainty in
          income taxes and prescribes a recognition threshold and measurement
          attribute for the financial statement recognition and measurement of a
          tax position taken or expected to be taken in a tax return. FIN 48 is
          effective for fiscal years beginning after December 15, 2006. The
          Company has determined there was no material impact in applying FIN
          48.

          In September 2006, the FASB issued Statement of Financial Accounting
          Standards No. 157, Fair Value Measurements (FAS 157). FAS 157 defines
          fair value, establishes a framework for measuring fair value and
          expands


                                      F-12
<PAGE>
Notes to Consolidated Financial Statements


2.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D)

          disclosures about fair value measurements but does not require any new
          fair value measurements. FAS 157 is effective for financial statements
          issued for fiscal years beginning after November 15, 2007, and interim
          periods within those fiscal years. The Company has not yet determined
          the impact of applying FAS 157.

          In September 2006, the Securities and Exchange Commission (SEC) issued
          Staff Accounting Bulletin No. 108 (SAB 108). Due to diversity in
          practice among registrants, SAB 108 expresses SEC staff views
          regarding the process by which misstatements in financial statements
          are evaluated for purposes of determining whether financial statement
          restatement is necessary. SAB 108 is effective for fiscal years ending
          after November 15, 2006, and early application is encouraged. The
          Company does not expect any material impact from applying SAB 108.

          In February 2007, the FASB issued Statement of Financial Accounting
          Standards No. 159, The Fair Value Option for Financial Assets and
          Financial Liabilities, (FAS 159). FAS 159 permits entities to choose
          to measure many financial instruments and certain other items at fair
          value. The objective is to improve financial reporting by providing
          entities with the opportunity to mitigate volatility in reported
          earnings caused by measuring related assets and liabilities
          differently without having to apply complex hedge accounting
          provisions. FAS 159 is effective for financial statements issued for
          fiscal years beginning after November 15, 2007. The Company has not
          yet determined the impact of adopting FAS 159 on the Company's
          financial position.


3.   MINERAL  PROPERTY

     (a)  Mountain View Lease Agreement

          The Company has entered into an agreement with Fort Stockton
          Investments, Inc. and Mouat Nickel Mines, Inc., and fifteen
          individuals, (collectively the "Lessors") for exploration for platinum
          group metals ("PGM"), in the Stillwater Complex, Montana. The
          Stillwater Complex is located in the Beartooth Mountains in
          south-central Montana. The agreement covers 77 unpatented claims and
          one patented claim, all located in Stillwater County. The claims are
          contiguous, with an area of approximately 1,719 acres.

          The Lease Agreement has a Primary Term of ten years from the date of
          execution, extendable for a further five years upon payment of Advance
          Royalties of US$50,000. Advance Royalties of US$500,000 are payable at
          commencement of mine construction.

          The Company has honoured its obligations under the Mountain View Lease
          Agreement with regards to payments and other matters and the agreement
          is in good standing.

     (b)  Basal  Zone  Lease  Agreement

          The Company has entered into an agreement with Fort Stockton
          Investments, Inc. and Mouat Nickel Mines, Inc. ("Lessors") for
          exploration for platinum group metals ("PGM"), and
          nickel-copper-cobalt mineralization, in the Stillwater Complex,
          Montana. The agreement covers an area of approximately 903 acres, in
          nine unpatented claims and 34 patented claims in


                                      F-13
<PAGE>
Notes to Consolidated Financial Statements


3.   MINERAL  PROPERTY  (CONT'D)

          Stillwater County, and 17 unpatented claims, covering approximately
          345 acres, in Sweet Grass County. The Lease Agreement has a Primary
          Term of ten years from the date of execution, extendable for a further
          five years.

          The Company has honoured its obligations under the Basal Zone Lease
          Agreement with regards to payments and other matters and the
          agreement is in good standing.

     (c)  Aurora-Trend  Stillwater  Venture

          On September 17, 2004 the Company signed a Letter of Intent with Trend
          Mining Company ("Trend") with the aim of establishing a joint venture
          for exploration on certain claims covered by the Basal Zone and
          Mountain View lease Agreements. After several extensions to the Letter
          of Intent, an agreement entitled "Aurora-Trend Stillwater Venture
          Agreement" ("A-TSV") was signed with an effective date of January 1,
          2005.

          Under the terms of the A-TSV, Trend is the operator during the
          exploration phase of the joint venture and can earn 50% in the claim
          blocks after spending $2 million over five years. Work commitments
          during the first and second years, 2005 and 2006, are $100,000 and
          $400,000 respectively, after which work commitments are $500,000 per
          year. Upon spending $2 million, a joint venture company will be formed
          by the Company and Trend to operate and further develop the
          properties. Trend will pay annual claim fees and lease payments on a
          pro rata basis commensurate with claims assigned to the A-TSV.

          Consideration paid, or to be paid, by Trend to the Company include:
          50,000 shares of Trend's common stock on signing of the Agreement
          (received in 2005 and recorded at fair value of $13,500; included in
          other income); $20,000 in cash (received in 2006; included in other
          income) and 20,000 shares of Trend's common stock on the first
          anniversary date, January 1, 2006 (received in 2006 and recorded at
          fair value of $3,800; included in other income); and $20,000 in cash
          or equivalent value in shares of Trend's common stock each year
          starting on the second anniversary date (January 1, 2007; the payment
          due January 1, 2007 was received in December 2006 in the form of
          142,857 shares of Trend's common stock valued at $18,571 and included
          in deferred revenue at December 31, 2006) until Trend has spent the
          agreed upon sum of $2 million. During 2006 Trend spent $99,988 (2005 -
          $254,659) plus allowable costs of $4,995 (2005 - $12,733) for general
          and administrative charges. No joint venture has been formed as of
          December 31, 2006, as Trend has not met the terms of the agreement.

          Trend has honoured its obligations under the A-TSV Agreement with
          regards to payments and other matters and the agreement is in good
          standing. The Company and Trend agreed that a state of Force Majeure
          existed in the summer of 2006 when a moratorium of field work was
          imposed by the US Forest Service.


                                      F-14
<PAGE>
Notes to Consolidated Financial Statements


4    RELATED  PARTY  TRANSACTIONS

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

     As at December 31, 2006 $35,000 (2005 - $160,000) included in accounts
     payable and accrued expenses - related parties was due to two directors of
     the Company for consulting services provided. The amount consisted of
     accruals for services rendered to the Company in the amount of $25,000 for
     J.A.A. James, President, CEO and a Director of the Company and $10,000 for
     A. Cameron Richardson, Chief Financial Officer, Secretary and a Director of
     the Company. In February 2006 the Company entered into a debt settlement
     agreement with J.A.A. James and A. Cameron Richardson to settle $100,000
     and $60,000, respectively, of amounts owed them at December 31, 2005
     through the issuance of 1.6 million shares of common stock of the Company.

     Included in accounts payable and accrued expenses - related parties at
     December 31, 2006 and 2005, was $46,421 and $9,505 respectively, payable to
     JAMine, Inc., a private company owned jointly by J.A.A. and I. A. James.
     The amount includes payments for telecommunications, general office
     expenses, and travel and accommodation incurred by J.A.A. James for
     expenses directly connected with the Company.

     During 2005, the Company entered into a debt settlement agreement with
     J.A.A. James and A. Cameron Richardson to settle $50,010 and $30,000,
     respectively, of amounts owed them at December 31, 2004. J.A.A. James was
     issued 333,400 shares of common stock of the Company at $0.15 per share and
     A. Cameron Richardson was issued 200,000 shares of common stock of the
     Company at $0.15 per share.


5.   STOCK OPTION  PLAN

     The Board of Directors approved a stock option plan (the "Plan") in 2002,
     pursuant to which directors, officers, employees and consultants of the
     Company are eligible to receive grants of options of the Company's common
     stock. The maximum aggregate number of shares that may be issued under the
     Plan in any calendar year shall be an amount equal to 15% of the issued and
     outstanding of the Company's common stock on January 1st of each year. Each
     option granted under the Plan shall be exercisable on and after the
     six-month anniversary of the grant date and the maximum term of the option
     is five years after the date of the grant. The Plan is administered by the
     Board of Directors. There were no stock options granted in 2006, 2005 or
     2004.

     Stock option information for the years ended December 31, 2006, 2005 and
     2004 is as follows:


                                      F-15
<PAGE>
Notes to Consolidated Financial Statements


5.   STOCK OPTION  PLAN  (CONT'D)

<TABLE>
<CAPTION>
                                           Options outstanding
                                              and exercisable
     -----------------------------------------------------------
                                                       Weighted
                                                       Average
                                                       Exercise
                                              Shares   Price
     -----------------------------------------------------------
<S>                                       <C>         <C>
                                                      $
     -----------------------------------------------------------
     Balance, December 31, 2004 and 2003  1,100,000        0.15
     Options granted                              -           -
     Options expired                       (100,000)      (0.15)
     -----------------------------------------------------------
     Balance, December 31, 2005 and 2006  1,000,000        0.05
     ===========================================================
</TABLE>

     Outstanding stock options as at December 31, 2006 were 1,000,000 comprising
     500,000 each to J.A.A. James and A.C. Richardson, officers and directors of
     the Company, and are fully vested. These stock options were re-priced to an
     exercise price of $0.05 by Directors' consent Resolution in August 2005. At
     the date of repricing, the options were accounted for as variable stock
     option awards. No compensation expense was recorded at the date of
     repricing because the exercise price of the stock options was equal to the
     market value of the Company's common stock at that date. As of December 31,
     2005, compensation expense of $50,000 was recorded equal to the incremental
     increase in the market value of the Company's common stock over the
     exercise price. The aggregate intrinsic value of the stock options
     oustanding and exercisable as at December 31, 2006 is $120,000.

     The weighted average remaining contractual life of stock options
     outstanding and exercisable as at December 31, 2006 is 1.97 months.

6.   SHARE PURCHASE  WARRANTS

     Share purchase warrants outstanding as at December 31, 2006:
<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------
     Number of shares            Exercise Price         Expiry Date
     ---------------------------------------------------------------------------
<S>                              <C>                   <C>
         700,000                          $0.15         April 23, 2007
</TABLE>

     Share purchase warrants outstanding as at December 31, 2005:

<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------
     Number of shares            Exercise Price        Expiry Date
     ---------------------------------------------------------------------------
<S>                              <C>                   <C>
         1,000,000                        $0.15         April 23, 2006
</TABLE>

     Each warrant entitles the holder to purchase one common share of the
     Company. The expiry date for the warrants was extended to April 23, 2007
     from April 23, 2006 by Directors' consent Resolution in March 2006. The
     warrants were issued in connection with a 2004 private placement of shares
     of common stock. No compensation was recorded at the date of issuance.
     There was no effect on operations resulting from the modification. In April
     2006, 300,000 of these warrants were exercised and the Company received
     proceeds of $45,000 and issued 300,000 shares of its common stock.


                                      F-16
<PAGE>
ITEM 18.     FINANCIAL STATEMENTS

The Company has elected to comply with the financial statement requirement of
Item 17 rather than this Item.


ITEM 19.     EXHIBITS.

<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S>     <C>
3.1     Certificate of Incorporation incorporated by reference to the
        Form 20-F filed on June 27, 2002 (SEC File No. 000-30816-
        0244279). *

3.2     Memorandum of Association and Articles of Association
        incorporated by reference to the Form 20-F filed on June 27,
        2002 (SEC File No. 000-30816-0244279). *

3.3     Amendment to the Memorandum and Articles of Association
        incorporated by reference to the Form 20-F filed on June 27,
        2002 (SEC File No. 000-30816-0244279). *

3.4     Amended Certificate of Incorporation incorporated by reference
        to the Form 20-F filed on June 27, 2002 (SEC File No. 000-
        30816-0244279). *

3.5     Amended Memorandum and Articles of Association
        incorporated by reference to the Form 20-F filed on June 27,
        2002 (SEC File No. 000-30816-0244279). *

3.6     Certificate of Incumbency of Aurora Metals (BVI) Ltd
        incorporated by reference to the Form 20-F filed on June 27,
        2002 (SEC File No. 000-30816-0244279). *

10.1    Letter of Intent between Aurora Gold Corporation and High
        Marsh Holdings Ltd., dated March 15, 1999 incorporated by
        reference to the Form 20-F filed on June 27, 2002 (SEC File No.
        000-30816-0244279). *

10.2    Option Agreements dated as shown between Aurora Gold
        Corporation and High Marsh Holdings Limited incorporated by
        reference to the Form 20-F filed on June 27, 2002 (SEC File No.
        000-30816-0244279).  *

        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 incorporated by
        reference to the Form 20-F filed on June 27, 2002 (SEC File No.
        000-30816-0244279). *

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 incorporated by reference to the
        Form 20-F filed on June 27, 2002 (SEC File No. 000-30816-
        0244279). *


                                       32
<PAGE>
10.5    Amendments to Letter of Intent between Aurora Gold Corporation and
        Billiton UK Resources B.V incorporated by reference to the Form 20-F filed
        on June 27, 2002 (SEC File No. 000-30816-0244279). *

        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 incorporated by reference to the Form 20-F filed on June
                27, 2002 (SEC File No. 000-30816-0244279). *

        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 incorporated by reference to the Form 20-F filed on June
                27, 2002 (SEC File No. 000-30816-0244279). *

        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 incorporated by reference to the Form 20-F filed on June
                27, 2002 (SEC File No. 000-30816-0244279). *

        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 incorporated by reference to the Form 20-F filed on June
                27, 2002 (SEC File No. 000-30816-0244279). *

        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 incorporated by reference to the Form 20-F filed on June
                27, 2002 (SEC File No. 000-30816-0244279). *

        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 incorporated by reference to the Form 20-F filed on June
                27, 2002 (SEC File No. 000-30816-0244279). *

        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 incorporated by reference to the Form 20-F filed on June
                27, 2002 (SEC File No. 000-30816-0244279). *

        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 incorporated by reference to the Form 20-F filed on June
                27, 2002 (SEC File No. 000-30816-0244279). *

10.6    Notifications of granting of ten (10) Exploration Permits, extracts from the
        Tunisian Government Gazette, May 26, 2000 incorporated by reference to
        the Form 20-F filed on June 27, 2002 (SEC File No. 000-30816-0244279). *

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 incorporated
        by reference to the Form 20-F filed on June 27, 2002 (SEC File No. 000-
        30816-0244279). *


                                       33
<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 incorporated by reference to the Form 20-F filed
        on June 27, 2002 (SEC File No. 000-30816-0244279). *

10.9.1  Letters of Termination on Option Agreements between Aurora Metals (BVI)
        Ltd. and High Marsh Holdings Ltd., under Exhibits 10.2.1 (10.9.1), 10.2.3
        (10.9.2), 10.2.5 (10.9.3) and 10.2.6 (10.9.4), dated September 5, 2000
        incorporated by reference to the Form 20-F filed on June 27, 2002 (SEC File
        No. 000-30816-0244279). *

10.10   Letter of Termination between Aurora Metals (BVI) Ltd. and High Marsh
        Holdings Ltd., under Exhibit 10.2.2, dated September 11, 2000 incorporated
        by reference to the Form 20-F filed on June 27, 2002 (SEC File No. 000-
        30816-0244279). *

10.11   Subscription Agreement between Aurora Metals (BVI) Limited and Billiton
        E&D 3 B.V., dated January 29, 2001 incorporated by reference to the Form
        20-F filed on June 27, 2002 (SEC File No. 000-30816-0244279).*

10.12   Option Agreement between Aurora Metals (BVI) Limited and Billiton UK
        Resources B.V incorporated by reference to the Form 20-F filed on June 27,
        2002 (SEC File No. 000-30816-0244279).*

10.13   License Agreement between Aurora Metals (BVI) Limited, Crystal Coding
        Limited    and Malcolm Warwick and 650089 B.C. Ltd., dated November
        22, 2002 incorporated by reference to the Form 20-F filed on April 7, 2003
        (SEC File No. 000-30816-03641161).*

10.14   Mountain View Lease Agreement incorporated by reference to the Form 20-
        F filed on June 9, 2004 (SEC File No. 000-30816-04855837).*

10.15   First Amending Agreement to the Mountain View Lease Agreement
        incorporated by reference to the Form 20-F filed on June 9, 2004 (SEC File
        No. 000-30816-04855837).*

10.16   Basal Zone Lease Agreement incorporated by reference to the Form 20-F
        filed on June 9, 2004 (SEC File No. 000-30816-04855837).*

10.17   Letter of Intent between Aurora Metals (BVI) Limited and Trend Mining
        Company, dated September 20, 2004 incorporated by reference to the Form
        20-F filed on June 30, 2005 (SEC File No. 000-30816-05929631).*

10.18   Letter dated November 18, 2004, extending time for completion of joint
        venture agreement between Aurora Metals (BVI) Limited and Trend Mining
        Company, to December 17, 2004 incorporated by reference to the Form 20-
        F filed on June 30, 2005 (SEC File No. 000-30816-05929631).*

10.19   Letter dated December 17, 2004, extending time for completion of joint
        venture agreement between Aurora Metals (BVI) Limited and Trend Mining
        Company, to January 14, 2005 incorporated by reference to the Form 20-F
        filed on June 30, 2005 (SEC File No. 000-30816-05929631).*

10.20   Letter dated January 14, 2005, extending time for completion of joint
        venture agreement between Aurora Metals (BVI) Limited and Trend Mining
        Company, to


                                       34
<PAGE>
        February 18, 2005 incorporated by reference to the Form 20-F filed on June
        30, 2005 (SEC File No. 000-30816-05929631).*

10.21   Aurora-Trend Stillwater Venture Agreement, joint venture between Aurora
        Metals   (BVI) Limited and Trend Mining Company, dated January 1, 2005
        incorporated by reference to the Form 20-F filed on June 30, 2005 (SEC File
        No. 000-30816-05929631).*

10.22   Memorandum of Agreement among Aurora Metals (BVI) Limited, Golden
        Phoenix Resources Asia Limited, Penglai City Hexi Gold Mine Limited and
        Mr. Wang Zhi Qiang, dated February 20, 2006 incorporated by reference to
        the Form 20-F filed on July 17, 2006 (SEC File No. 000-30816-06965702). *

10.23   Stillwater Complex - Location Map incorporated by reference to the Form
        20-F/A filed on June 14, 2007 (SEC File No. 000-30816-07919450). *

10.24   Stillwater Complex - Regional Location Map incorporated by reference to
        the Form 20-F/A filed on June 14, 2007 (SEC File No. 000-30816-
        07919450). *

10.25   Stillwater Complex, Montana, U.S.A. - Complete Land Status incorporated
        by reference to the Form 20-F/A filed on June 14, 2007 (SEC File No. 000-
        30816-07919450). *

10.26   Stillwater River Area, Montana, U.S.A. - Complete Land Status incorporated
        by reference to the Form 20-F/A filed on June 14, 2007 (SEC File No. 000-
        30816-07919450).*

11.1    Corporate Governance Principles incorporated by reference to the Form 20-F
        filed on June 9, 2004 (SEC File No. 000-30816-04855837).*

12.1    Certification of Chief Executive Officer pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002.

12.2    Certification of Chief Financial Officer pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002.

13.1    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

* Previously filed


                                       35
<PAGE>
                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this amendment to its report on Form 20 F for the year ended December 31,
2005 to be signed on its behalf by the undersigned, thereunto duly authorized.

                                     AURORA METALS (BVI) LIMITED
                                     (Registrant)

Date:  June 25, 2007                 BY:  /s/ John A.A. James
                                          John  A.A.  James
                                          Director and President

Date:  June 25, 2007                 BY:  s/  A.  Cameron  Richardson
                                          A. Cameron Richardson
                                          Director and Chief Financial Officer

     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:  June  25,  2007               BY:  /s/  John  A.A. James
                                          John  A.A. James
                                          Director and President

Date:  June  25,  2007               BY:  /s/  A. Cameron  Richardson
                                          A. Cameron Richardson
                                          Director and Chief Financial Officer


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

GLOSSARY OF GEOLOGICAL AND MINING 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.

ANORTHOSITE          An igneous rock composed almost entirely of plagioclase feldspar.

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

ARCHAEOZOIC          The earlier part of Precambrian time, corresponding to Archean
                     rocks.

ARCHEAN              Said of the rocks of the Archaeozoic.

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.

                     Limestone formed in Cenomanian to Turonian time (Middle to
BAHLOUL FORMATION    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.


                                       37
<PAGE>
CHROMITE             Iron-black to brownish black mineral, FeCr2O4 or FeO, Cr2O3, an
                     ore of chromium.

CHROMITITE           Material in minute octahedral crystals, said to have the formula
                     FeCrO3.

CLINOPYROXENE        Any of a group of pyroxenes crystallizing in the monoclinic
                     system, sometimes with considerabel calcium with or without
                     aluminum and the alkalies.

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.

CUT-OFF GRADE        The minimum grade of mineral, in units or percentage per ton, assumed
                     for estimation of overall tons and grade.

DIAPER               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.

EVAPORATE            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.

GABBRO               Dark-colored igneous rock composed of plagioclase feldspar and
                     clinopyroxene with minor orthopyroxene.


                                       38
<PAGE>
GALENA               Lead sulfide, PbS, a gray, soft and heavy mineral with perfect cubic
                     cleavage. Principal source of lead.

GEOCHEMICAL          A concentration of one or more elements in rock, soil, sediments,
ANOMALY              vegetation, or water that is markedly different from the normal
                     concentration.

GRAPHITE             Six-sided carbon crystals, iron-black to dark steel-gray in color; occurring
                     as crystals, or flakes in veins or bedded masses, or as disseminations in
                     metamorphic rocks.

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.

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.

LODE MINING CLAIM    The most common type of mining claim located on mineral deposits such
                     as veins, fissures, lodes and disseminated zones of mineralization.  A
                     single lode claim cannot exceed 1,500 feet along the length of the deposit,
                     nor more than 300 feet to either side of the centerline of the deposit.

MAFIC                Said of igneous rock composed mainly of dark ferromagnesian minerals.

MAGNETITE            A black, isometric, strongly magnetic, opaque mineral, (Fe,Mg)Fe2O4.

MAGMA                Naturally occurring molten rock material, generated within the earth and
                     capable of intrusion and extrusion, from which igneous rocks have been
                     derived through solidification and related processes.


                                       39
<PAGE>
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.

MILL SITE CLAIM      Mill site claims up to five (5) acres in area may be located on non-mineral
                     ground for the purpose of erecting a mill, treatment plant or smelter
                     facility.

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

                     Patent to a mining claim is issued by the federal government through the
PATENTED MINING      U.S. Bureau of Land Management ("BLM") and title thereto is
CLAIM                incontestable after a period of six years.  The requirements for patenting
                     are detailed and precise, covering verification of physical discovery of a
                     mineral deposit on vacant, open, unappropriated federal land; official
                     survey in accordance with government regulations; and submission of the
                     Patent Application containing specified information, statements, and
                     affidavits to the BLM state office.  Patenting is a long and arduous
                     process.

PGM                  Said collectively of the platinum group metals in any combination of
                     platinum, palladium, rhodium, ruthenium, osmium, and iridium.

PLACER MINING        Placer mining claims are located over deposits of loose, unconsolidated
CLAIM                material, such as gravel beds, or upon certain consolidated sedimentary
                     deposits lying at the surface.  A single locator cannot claim more than 20
                     acres in each placer claim, but associations of persons may join to locate
                     placer mining claims containing 20 acres for each person to a maximum of
                                                                                          160 acres.

PLAGIOCLASE          sodium or calcium aluminum silicates in which two cleavages are
FELDSPAR             oblique to each other.

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

PODIFORM             A mineralized body of elongate or lenticular shape.

PROBABLE             As defined by the SEC: Reserves for which quantity and grade
(INDICATED)          and/or quality are computed from information similar to that used
RESERVES             for proven (measured) reserves, but the sites for inspection, sampling, and
                     measurements are further apart or are otherwise less adequately spaced.
                     The degree of assurance, although lower than that for proven (measured)
                     reserves, is high enough to assume continuity between points of
                     observation.


                                       40
<PAGE>
PROVEN (MEASURED)    As defined by the SEC: Reserves for which (a) quantity is
RESERVES             computed from dimensions revealed in outcrops, trenches, workings or
                     drillholes; grade and/or quality are computed from the results of sampling;
                     and (b) the sites for inspection, sampling and measurement are spaced so
                     closely and the geologic character is so well defined that size, shape, depth
                     and mineral content of reserves are well established.

PYROXENE             A group of rock-forming minerals with the general formula ABSi2O6
                     where A may be magnesium (Mg), iron (Fe+2), calcium (Ca), or sodium
                     (Na), and B is Mg, Fe+2 or aluminum (Al).

PYRRHOTITE           A common red-brown to bronze pseudo-hexagonal mineral, with formulae
                     ranging from Fe5S6 to Fe15S16.

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 that
("SEDEX") DEPOSIT    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.

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.

STOPE                A stope is an underground excavation from which ore is extracted.

STRATA               Plural of stratum.

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


                                       41
<PAGE>
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.

TUNNEL SITE CLAIM    A tunnel site claim measures from the portal up to 3000 feet along the
                     projected course of the tunnel, and up to 1,500 feet on either side of the
                     tunnel.

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

ULTRAMAFIC           Said of an igneous rock composed chiefly of mafic minerals.

UNPATENTED CLAIM     May refer to four types of claims: lode mining, placer mining, mill site, or
                     tunnel site.  The validity of a claim depends upon compliance with all
                     applicable federal and state mining laws.  A specific requirement is to file
                     precise required documents and payment of $100 per claim with the U.S.
                     Bureau of Land Management ("BLM") each year otherwise the claim(s)
                     will be automatically and irretrievably voided.

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